SecProbe.io

CORRESP
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 CORRESP

 Tejon Ranch Co.
 P.O. Box 1000 Lebec, California
93243 May 23, 2025 VIA EDGAR
 United States Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, DC 20549
 Attention: Ruairi Regan Re: Request for
Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-287361)
 Mr. Regan, Tejon Ranch Co. (the “Company”)
hereby respectfully requests that, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the effectiveness of its Registration Statement on
 Form S-3 (File No. 333-287361) be accelerated and that it be declared effective on Wednesday, May 28, 2025, at 4:00 p.m. Eastern time, or as
soon as practicable thereafter. Please direct any questions regarding this filing to Bill Wortmann of Gibson, Dunn & Crutcher LLP at (202) 887-3649.

 Sincerely,

 TEJON RANCH CO.

 By:

 /s/ Brett Brown

 Brett Brown

 Executive Vice President and Chief Financial Officer
 cc: Bill Wortmann, Gibson, Dunn & Crutcher LLP

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 May 22, 2025

Matthew Walker
Chief Executive Officer
Tejon Ranch Co.
P.O Box 1000
Lebec, California 93243

 Re: Tejon Ranch Co.
 Registration Statement on Form S-3
 Filed May 16, 2025
 File No. 333-287361
Dear Matthew Walker:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Ruairi Regan at 202-551-3269 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Ari Lanin, Esq.
</TEXT>
</DOCUMENT>

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<TEXT>
 April 16, 2025

Phillip Goldstein
Nominee
Bulldog Investors, LLP
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663

 Re: Tejon Ranch Co.
 DEFC14A filed April 8, 2025 by Special Opportunities Fund, Inc.
 File No. 001-07183
Dear Phillip Goldstein:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter by providing the requested information or
advise us as
soon as possible when you will respond. If you do not believe a comment applies
to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to our letter, we may have additional
comments.

General

1. Refer to the following disclosure under the section titled How
Proxies Will be
 Voted: [i]f you vote FOR two or more nominees and you (1) do
not give us
 discretionary authority, and (2) do not specifically instruct otherwise,
we will allocate
 your votes equally among those nominees (emphasis added). Such
disclosure implies
 that you will not have discretionary authority to allocate cumulated
votes for your
 nominees by default and will only have such authority if it is expressly
granted to you
 by shareholders. In any future communications, please clarify that,
absent instructions
 from shareholders to the contrary, you may exercise discretionary
authority to allocate
 cumulated votes marked FOR your nominees.
2. Refer to the disclosure referenced in comment 1. Contrary to this
disclosure, it is our
 understanding that the inspector of elections will count votes for
company nominees
 on your card in the following manner, absent instructions to the
contrary: If a
 shareholder marks FOR one or more Bulldog nominee and also marks
 FOR one
 or more company nominee (but collectively no more than ten nominees),
one tenth of
 the shareholder s votes on Proposal 1 will be voted FOR each
such company
 nominee and you may cumulate any remaining votes on Proposal 1 among
such
 Bulldog nominees at your discretion; and if a shareholder marks FOR
 one or more
 April 16, 2025
Page 2

 company nominee and does not mark FOR any Bulldog nominee, one
tenth of the
 shareholder s votes on Proposal 1 will be voted FOR each such
company nominee
 and any remaining shares will not be voted. In any future
communications, please
 clarify that votes for company nominees on your card will be counted in
this manner,
 or advise.
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Blake Grady at 202-551-8573.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

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<TEXT>
 April 10, 2025

Phillip Goldstein
Nominee
Bulldog Investors, LLP
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663

 Re: Tejon Ranch Co.
 DEFC14A filed April 8, 2025 by Special Opportunities Fund, Inc.
 File No. 001-07183
Dear Phillip Goldstein:

 We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

 Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.

DEFC14A filed April 8, 2025
General

1. We note your disclosure on the proxy card that if a shareholder would
like to vote on
 your card otherwise than by returning a signed but unmarked card or
voting solely for
 your three nominees, and would like to "allow us to allocate your shares
among such
 nominees at our discretion, you may do so by checking up to ten 'FOR'
boxes"
 (emphasis omitted). Please amend the proxy statement to clarify that,
absent specific
 instructions to the contrary, the named proxies may cumulate votes only
if the proxy
 card is unmarked or voted solely for your recommended nominees, or
 advise. Alternatively, revise to reflect the disclosure included on the
company's proxy
 card.
2. Disclosure in the proxy statement and on the proxy card indicates that
if a shareholder
 votes for more than ten nominees, the vote "may be disqualified"
(emphasis added).
 Amend the proxy statement to clarify that, absent a correction so as to
remove the
 overvote, such votes on Proposal 1 will be invalid and will not be
counted.
 April 10, 2025
Page 2

3. Refer to prior comment 10, which we re-issue in part. Revise the proxy
card to clarify
 the effect of a shareholder marking fewer than ten "for" boxes. Refer to
Rule 14a-
 19(e)(7), as well as Proxy Rules and Schedules 14A/14C Compliance and
Disclosure
 Interpretations 139.07 and 139.08 (November 17, 2023) available at
www.sec.gov.
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Blake Grady at 202-551-8573.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

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 April 1, 2025

Phillip Goldstein
Nominee
Tejon Ranch Co.
Bulldog Investors, LLP
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663

 Re: Tejon Ranch Co.
 PREC14A filed March 28, 2025 by Special Opportunities Fund, Inc.
 File No. 001-07183
Dear Phillip Goldstein:

 We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

 Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.

PREC14A filed March 28, 2025
General

1. We note your statement that shareholders should refer to the proxy
soliciting material
 of Tejon s Board of Directors for additional information concerning
the Meeting and
 the matters to be considered by shareholders. Please revise to
specify what
 information you are incorporating by reference from Tejon s proxy
statement, and
 include disclosure regarding the fact that information about Tejon s
nominees can be
 found in Tejon s proxy statement, which can be accessed, without cost,
on the
 Commission's website. See Item 7(f) of Schedule 14A and Rule 14a-5(c).
2. To the extent not provided, please disclose the information required by
Item
 5(b)(1)(i), (ii), (vi) and (xi) of Schedule 14A for each applicable
participant and,
 where applicable, their associates.
3. Disclose your total expenditures for the proxy solicitation to date. See
Item 4(b)(4) of
 Schedule 14A.
 April 1, 2025
Page 2

4. Please confirm that you will solicit the holders of shares representing
at least 67% of
 the voting power of shares entitled to vote on the election of
directors. Please include
 a statement to that effect in the proxy statement or proxy card. See
Rule 14a-19(a)(3).
Proxy Card

5. Please revise to clearly mark the proxy card as preliminary. See Rule
14a-6(e)(1).
6. Please place Jeffrey McCall before Norman Metcalfe on the proxy card.
Refer to Rule
 14a-19(e)(4).
7. We note your statement on your proxy card that if you do not give us
discretion, your
 votes will be allocated evenly among the nominees you select below
(emphasis
 omitted). Related disclosure appears in your proxy statement. However,
at the bottom
 of the proxy card, you state that [i]f no direction is made, your
shares will be voted
 and your votes will be allocated in our discretion FOR the election of
our preferred
 nominees as directors (emphasis omitted). In this respect, it is
unclear whether signed
 but unmarked cards will be deemed to provide you with discretion to
allocate votes.
 Please revise both the proxy card and proxy instruction form to correct
this apparent
 discrepancy. Refer to Rule 14a-19(e)(7).
8. Please revise the proxy card and proxy statement to clarify where
shareholders should
 send their proxy cards.
9. Revise the proxy card to state the maximum number of nominees for which
authority
 to vote can be granted. Refer to Rule 14a-19(e)(6).
10. Revise the proxy card to clarify the effect of a shareholder marking
fewer or more
 than ten "for" boxes. Refer to Rule 14a-19(e)(7), as well as Proxy Rules
and
 Schedules 14A/14C Compliance and Disclosure Interpretations 139.07 and
 139.08 (November 17, 2023) available at www.sec.gov.
11. Please confirm that the proxy services vendor that you have hired to
record proxy
 votes is able to record cumulative votes, including pursuant to specific
cumulative
 voting instructions provided by shareholders. Please also confirm that
all voting
 platforms, including online and telephone voting platforms, are able to
accommodate
 the processing of cumulative voting, or advise.
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Blake Grady at 202-551-8573.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers
& Acquisitions
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 Andrew Kaplan Partner
 T: +1 212.351.4064 akaplan@gibsondunn.com
 March 31, 2025
 CONFIDENTIAL SUBMISSION VIA EDGAR Blake Grady
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Mergers and Acquisitions 100 F. Street,
N.E. Washington, D.C. 20549

 Re:
 Tejon Ranch Co.
 Preliminary Proxy Statement on Schedule 14A filed March 21, 2025
 File No. 001-07183
 Dear Mr. Grady: Set forth below are the responses of Tejon
Ranch Co. (the “Company”), in response to the comments of the staff of the Securities and Exchange Commission (the “SEC”) Office of Mergers and Acquisitions (the “Staff”) contained in your letter, dated March 28,
2025 (the “Comment Letter”), regarding the above-referenced Preliminary Proxy Statement on Schedule 14A, filed on March 21, 2025. The Staff’s comments are set forth below, followed by the Company’s responses. For ease
of reference, the heading and numbered paragraphs below correspond to the heading and numbered comments in the Comment Letter. The Company’s responses are set forth beneath the Staff’s comments, which are set out in bold type. We are
concurrently submitting via EDGAR this letter and the Company’s Revised Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”).
 General

 1.
 We note the statements on your proxy card that if “you do not specifically instruct otherwise, this
WHITE proxy card will confer such named proxies with the authority to cumulate votes among the Company Nominees you mark ‘FOR’ at their discretion so as to provide for the election of the maximum number of Company Nominees, including the
order of priority of such Company Nominees to whom such votes may be allocated” (emphasis omitted), and if “you do not wish to grant the named proxies discretionary authority to cumulate your votes in the election of directors, you must
indicate this on your proxy card in accordance with the instructions set forth below.” Please revise to clarify that, absent specific instructions to the contrary, the named proxies may cumulate votes only if the proxy card is unmarked or voted
solely for Company Nominees, or advise.
 Gibson, Dunn &
Crutcher LLP 200 Park Avenue | New York, NY | T: 212.351.4000 | gibsondunn.com

 March 31, 2025
 Page 2
 The Company respectfully advises the Staff that the Company’s named proxies will
exercise their discretion to cumulate votes on Proposal 1 (the election of directors) in various circumstances including, but not limited to, if the proxy card is unmarked or voted solely for Company Nominees. The Company has added additional
disclosure to the Proxy Card and the Proxy Statement to outline the various scenarios in which the named proxies will exercise their discretion to cumulate votes on Proposal 1, which is based on information provided by the proxy services vendor that
the Company has hired to record proxy votes.

 2.
 Refer to comment 1. Similar disclosure appears in the third paragraph on page three of the proxy statement.
Please revise to clarify such disclosure in the same manner as discussed in comment 1, or advise. The Company
acknowledges the Staff’s comment and has added additional disclosure to the Proxy Statement to outline the various scenarios in which the named proxies will exercise their discretion to cumulate votes on Proposal 1, which is based on
information provided by the proxy services vendor that the Company has hired to record proxy votes.

 3.
 Refer to the following disclosure on page three: “If you do not wish to grant the proxy holders
discretionary authority to cumulate your votes in the election of directors, you must indicate this on your proxy card in accordance with the instructions set forth therein. Shareholders must indicate this by checking the box on the proxy card to
indicate they want to cumulate on the front of the card and filling out specific instructions in the space provided as to how they want their votes allocated on the back of the card.” No such checkbox appears to exist on the front of the proxy
card. Please revise or advise. The Company acknowledges the Staff’s comment and has revised the Proxy Statement
accordingly.

 4.
 Please confirm that the proxy services vendor that the Company has hired to record proxy votes is able to
record cumulative votes, including pursuant to specific cumulative voting instructions provided by shareholders in response to the checkbox on your proxy card. Please also confirm that all voting platforms, including online and telephone voting
platforms, are able to accommodate the processing of cumulative voting.

 March 31, 2025
 Page 3
 The Company acknowledges the Staff’s comment and respectfully advises that it has been
informed that voting by telephone will not be available. Accordingly, the Company has removed all references to voting by telephone from the Proxy Statement and Proxy Card. The Company has also revised the Proxy Statement to provide additional
disclosure regarding the ability of beneficial holders to exercise cumulative voting. Except as set forth in the preceding paragraph, the
Company confirms that the proxy services vendor engaged by the Company has confirmed that it will accommodate the processing of cumulative voting, including pursuant to specific cumulative voting instructions provided by record holders in response
to the checkbox on the Company’s and the dissident’s proxy card. The Company also confirms that to its knowledge all voting platforms, including online voting platforms, are able to accommodate the processing of cumulative voting.
 *** If you have any questions regarding the
response set forth above, please do not hesitate to contact me at the number or email listed above.

 Sincerely,

 By:

 /s/ Andrew Kaplan

 Andrew Kaplan

 cc:
 Michael Houston, Tejon Ranch Co.
 Ari Lanin, Gibson, Dunn & Crutcher LLP

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 March 28, 2025

Matthew Walker
Chief Operating Officer
Tejon Ranch Co.
Post Office Box 1000
Tejon Ranch, California 93243

 Re: Tejon Ranch Co.
 Preliminary Proxy Statement on Schedule 14A filed March 21, 2025
 File No. 001-07183
Dear Matthew Walker:

 We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

 Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.

PREC14A filed March 21, 2025
General

1. We note the statements on your proxy card that if you do not
specifically instruct
 otherwise, this WHITE proxy card will confer such named proxies with the
authority
 to cumulate votes among the Company Nominees you mark FOR at their
discretion
 so as to provide for the election of the maximum number of Company
Nominees,
 including the order of priority of such Company Nominees to whom such
votes may
 be allocated (emphasis omitted), and if you do not wish to grant
the named proxies
 discretionary authority to cumulate your votes in the election of
directors, you must
 indicate this on your proxy card in accordance with the instructions set
forth below.
 Please revise to clarify that, absent specific instructions to the
contrary, the named
 proxies may cumulate votes only if the proxy card is unmarked or voted
solely for
 Company Nominees, or advise.
2. Refer to comment 1. Similar disclosure appears in the third paragraph on
page three of
 the proxy statement. Please revise to clarify such disclosure in the
same manner as
 March 28, 2025
Page 2

 discussed in comment 1, or advise.
3. Refer to the following disclosure on page three: If you do not wish
to grant the proxy
 holders discretionary authority to cumulate your votes in the election
of directors, you
 must indicate this on your proxy card in accordance with the
instructions set forth
 therein. Shareholders must indicate this by checking the box on the
proxy card to
 indicate they want to cumulate on the front of the card and filling out
specific
 instructions in the space provided as to how they want their votes
allocated on the
 back of the card. No such checkbox appears to exist on the front of
the proxy card.
 Please revise or advise.
4. Please confirm that the proxy services vendor that the Company has hired
to record
 proxy votes is able to record cumulative votes, including pursuant to
specific
 cumulative voting instructions provided by shareholders in response to
the checkbox
 on your proxy card. Please also confirm that all voting platforms,
including online and
 telephone voting platforms, are able to accommodate the processing of
cumulative
 voting.
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Blake Grady at 202-551-8573.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 Tejon Ranch Co.

P.O. Box 1000

 Lebec, California
93243

 May 16, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Real Estate & Construction

100 F Street, N.E.

 Washington, DC 20549

Attention: Shih-Kuei Chen and Ruairi Regan

    Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File
No. 333-264642)

 Ladies and Gentlemen:

Tejon Ranch Co. (the “Company”) hereby respectfully requests that, pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, the effectiveness of its Registration Statement on Form S-3 (File No. 333-264642) be accelerated so that the
referenced Registration Statement will become effective on Thursday, May 19, 2022, at 9:00 a.m., Eastern time, or as soon as practicable thereafter.

Please direct any questions regarding this filing to me at (661) 663-4220.

Sincerely,

TEJON RANCH CO.

By:

 /s/ Robert Velasquez

Robert Velasquez

Chief Accounting Officer

 cc:    Peter Wardle, Gibson, Dunn & Crutcher LLP

United States securities and exchange commission logo
May 10, 2022
Gregory Bielli
President and Chief Executive Officer
Tejon Ranch Co.
P.O. Box 1000
Lebec, California 93243
Re:Tejon Ranch Co.
Registration Statement on Form S-3
Filed May 3, 2022
File No. 333-264642
Dear Mr. Bielli:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Shih-Kuei Chen at 202-551-7664 or Ruairi Regan at 202-551-3269 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Peter Wardle, Esq.

CORRESP
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CORRESP

 Tejon Ranch Co.

P.O. Box 1000

 Lebec, California
93243

 May 14, 2019

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Sara von Althann

Re:
 Request for Acceleration of Effectiveness of Registration Statement on Form
S-3 (File No. 333-231032)

 Ladies and
Gentlemen:

 Tejon Ranch Co. (the “Company”) hereby respectfully requests that, pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the effectiveness of its Registration Statement on Form S-3 (File No. 333-231032) be accelerated
so that the referenced Registration Statement will become effective on Monday, May 20, 2019, at 9:00 a.m., Eastern time, or as soon as practicable thereafter.

Please direct any questions regarding this filing to me at (661) 663-4220.

 Sincerely,

 TEJON RANCH CO.

 By:

 /s/ Robert Velasquez

 Robert Velasquez

 Senior Vice President and Chief Financial Officer

cc:
 Peter Wardle, Gibson, Dunn & Crutcher LLP

 Ari Lanin, Gibson, Dunn & Crutcher LLP

May 3, 2019
Gregory S. Bielli
Chief Executive Officer and President
Tejon Ranch Co.
P.O. Box 1000
Lebec, California 93243
Re:Tejon Ranch Co.
Registration Statement on Form S-3
Filed April 25, 2019
File No. 333-231032
Dear Mr. Bielli:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sara von Althann at 202-551-3207 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
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CORRESP

 May 9, 2016

VIA EDGAR AND FACSIMILE

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, DC 20549

 Attention: Ms. Nicole
Collings

Re:
Tejon Ranch Co.

 Registration Statement on Form S-3 (File No. 333-210875)

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Tejon Ranch Co., a Delaware corporation (the “Company”), respectfully requests the acceleration of the effectiveness of the above-referenced Registration Statement (the
“Filing”), so as to become effective at 10:00 a.m. (EST) on May 12, 2016, or as soon as possible thereafter.

 The Company hereby
acknowledges that:

•

Should the United States Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Filing effective, it
does not foreclose the Commission from taking any action with respect to the Filing;

•

The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the Filing; and

•

The Company may not assert Staff comments and the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We request that we be notified of the effectiveness of the Filing by telephone call to Mark Lahive of Gibson, Dunn &
Crutcher LLP, at (310) 552-8580.

 P.O. Box 1000| 4436 Lebec Road

Tejon Ranch, CA 93243

 661 248 3000 O| 661 248 3100 F

www.tejonranch.com

 Tejon Ranch Co. (NYSE:TRC)-a diversified
real estate development and agribusiness company

 Ms. Nicole Collings

Securities and Exchange Commission

  Page
 2

 Please do not hesitate to contact the undersigned at (661) 663-4222, or Mark Lahive of
Gibson, Dunn & Crutcher LLP at (310) 552-8580 with any questions or comments with respect to this letter.

Very truly yours,

Tejon Ranch Co.

By:

 /s/ Allen Lyda

Allen Lyda

Executive Vice President & Chief Financial Officer

cc:
Mark Lahive, Gibson, Dunn & Crutcher LLP

Mail Stop 3233
May 2, 2016

Allen Lyda
Tejon Ranch Co.
P.O. Box 1000
Lebec, California 93243

Re: Tejon Ranch Co
  Registration Statement on Form S-3
Filed  April 22, 2016
  File No.  333-210875

Dear Mr. Lyda :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities u nder

Allen Lyda
Tejon Ranch Co.
May 2, 2016
Page 2

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact me at (202) 551 -6431 with any questions.

Sincerely,

/s/ Nicole Collings

Nicole Collings
Staff Attorney
Office of Real Estate &
Commodities

cc: Mark S. Lahive
 Gibson Dunn & Crutcher LLP

Mailstop 3233
December 15, 2015

VIA E -MAIL
Mr. Allen E. Lyda
Chief Financial Officer
Tejon Ranch Co.
P.O. Box 1000
Lebec, California 93243

Re: Tejon Ranch Co.
Form 10-K for Fiscal Year Ended December 31, 2014
Filed on March 16, 2015
File No. 001-07183

Dear Mr. Lyda :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy a nd adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Wilson K. Lee

Mr. Wilson K. Lee
Senior Staff Accountant
Office of Real Estate and
Commoditi es

CORRESP
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CORRESP

 EDGAR

December 7, 2015

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention:

 Wilson K. Lee

 Senior Staff
Accountant

 Peter McPhun

 Staff Accountant

Re:

 Tejon Ranch Co.

 Form 10-K for
Fiscal Year Ended December 31, 2014

 Filed on March 16, 2015

File No. 001-7183

 Dear Mr. Lee,

 This letter
responds to your letter dated November 17, 2015, regarding the above-captioned filing by Tejon Ranch Co., or the Company, with the United States Securities and Exchange Commission, or the Commission. Set forth below are the Company’s
responses to your comments. For your convenience, the text of the Staff’s comments is included below in bold text and is followed by the Company’s responses to such comments.

Form 10-K for the fiscal year ended December 31, 2014

General

1.
In future Exchange Act reports, please describe how you monitor tenant credit quality and identify any material changes in quality.

Response

 In response to this comment, in future Exchange
Act reports we will include the following information in our discussion of real estate operations:

 During the term of each lease, we
monitor the credit quality of our client tenants by (i) reviewing the credit rating of tenants that are rated by a nationally recognized credit rating agency, (ii) reviewing financial statements

of the client tenants that are publicly available or that are required to be delivered to us pursuant to the applicable lease, (iii) monitoring news reports regarding our tenants and their
respective businesses, and (iv) monitoring the timeliness of lease payments. We have employees who are assigned the responsibility for assessing and monitoring the credit quality of our tenants and any material changes in credit quality.

Item 1. Business, page 4

 Real Estate
Operations, page 6

2.
In future Exchange Act reports, and to the extent you have a material development portfolio, please disclose anticipated completion dates, costs incurred to date and estimated costs to completion for each of your
developments.

 Response

 The
Company acknowledges its responsibility to provide readers of our Exchange Act reports and related financial information with adequate disclosures to make informed decisions.

With respect to our development portfolio, we disclose the current progress of each development (i.e., entitlement, tract map process, etc.). We are embarking
on four master planned communities that can take up to 25 years, or greater, to complete from commencement of construction. Numerous positive and negative factors that can significantly impact the timing and cost of these developments over that
period. We are unable to determine anticipated completion dates for our real estate development projects with certainty because the time for completion is heavily dependent on the regulatory approvals necessary for land development and, in cases
where litigation has been brought, the decisions of applicable courts. Also, as a real estate developer, we are cognizant of the micro- and macro-economic factors that have a significant influence on the real estate sector. As a developer, one would
be at an economic disadvantage to bring product to market with no willing or able buyers. This ebb and flow of the economy also plays into the timing of our completion date. As such, it is our view that disclosing anticipated completion dates for
our developments could be misleading to readers of our Exchange Act reports and related financial information due to the changing nature of the entitlement process and the timing of the start of development for our residential projects.

With respect to disclosing costs incurred to date, we note that costs incurred to date on our developments are disclosed on the face of our balance sheet
under the caption, Real Estate Development. In future Exchange Act reports, we will disclose the costs incurred to date associated with each of our four significant developments in Part I, Item 1 of the our Form 10-K.

 With respect to disclosing estimated costs to completion, it is our view that the disclosure of such estimates
for each development could be misleading to readers of our Exchange Act reports and related financial information. We currently have various options for completing our developments, all of which can lend themselves to significant differences in
estimating costs to complete. When we consider market conditions and overall company strategy, we can: (a) sell plots of land and pass the vertical and horizontal construction costs to the buyers; (b) enter into partnerships with other
entities to share in the development costs; or (c) finance the development ourselves and shoulder the entire burden of costs.

 For projects in the
early stages of development, we have not determined which capital structure would be most appropriate for completion of such project. In our view, disclosing the estimated costs to completion under these various options would not provide any
meaningful information to the readers of our Exchange Act reports and related financial information, especially for the three residential projects that have not entered the development phase because of their significant uncertainty and variability
(i.e., such disclosures would not be reliable or relevant). Costs will also fluctuate over the life of these projects as a result of the cost of labor and raw materials and the timing of approvals and other activity. The uncertainty of estimated
costs to completion is compounded by the potential impact of inflation, which will fluctuate with the equally uncertain completion dates for our projects.

With that said, we will include a table with the following information for all relevant years in our discussion of real estate operations in future Exchange
Act reports:

 Project

Location

Product type

Acres at
December 31,
2015

Original
planned
units/square
feet

Cost to date
(in millions)

Estimate to
complete
(in millions)

Estimate at
completion
(in millions)

 Tejon Mountain Village

Tejon, California

Residential

24,000 acres

3,050 units

$
104.2

A

B

 Grapevine Development Area

Tejon, California

Residential

8,000 acres

12,008 units

$
16.9

A

B

 Centennial

Tejon, California

Residential

11,000 acres

19,333 units

$
78.5

A

B

 Tejon Ranch Commerce Center

Tejon, California

Retail/Industrial

14,050 acres

20 million sqft

$
72.3

$76.6

$148.9

A
Estimated project costs have a wide range depending on capital structure.

B
Estimated completion anticipated to be 25 years, or greater, from commencement of construction, to-date construction has not begun.

Customers, page 10

3.
We note your disclosure that no customer represented 10% of more of your revenues in 2014. In future Exchange Act periodic reports, to the extent any of your leaseholders represent 5% or more of your revenues, please
disclose your tenant concentration.

 Response

 In response to this comment, in future Exchange Act reports, to the extent any of our leaseholders represent 5%
of more of our revenues, we will disclose information similar to the following regarding our tenant concentration:

 In 2015 and 2014, the
Pastoria power plant lease generated approximately 9% and 7% of our total revenues, respectively. No other customer represents 5% or more of our revenues in 2015 and 2014.

Item 2. Properties, page 16

4.
We note that you lease land to various types of tenants. In future Exchange Act periodic reports, please include a schedule of the lease expirations for each of the ten years starting with the year in which the
annual report is filed, stating (i) the number of tenants whose leases will expire, (ii) the total area of square feet covered by such leases (or other appropriate metric), (iii) the annual rental represented by such leases, and
(iv) the percentage of gross annual rental represented by such leases.

 Response

In response to this comment, in future Exchange Act reports we will disclose information similar to the following regarding our lease expirations:

Summary of lease expiration

 The following table
summarizes information with respect to the lease expirations as of September 30, 2015.

 Year of Lease

Expiration

Number of Leases
Expiring

Rentable square feet of
Expiring Leases

Annualized Base Rent

Percentage of Gross
Annual Rent

 2015

0

—

—

0.0%

 2016

0

—

—

0.0%

 2017

4

69,409

201,941

3.4%

 2018

2

4,192

278,811

5.1%

 2019

0

—

—

0.0%

 2020

2

55,596

227,190

4.2%

 2021

1

60,722

69,384

1.4%

 2022

1

3,824

47,589

1.0%

 2023

2

4,640

201,353

4.4%

 2024

0

—

—

0.0%

 2025

2

4,613

231,116

5.3%

 Thereafter

5

1,588,072
1

3,796,948

—

1 -
This amount includes 32 acres of the Pastoria ground lease.

5.
In future Exchange Act periodic reports, to the extent material and known by management, please include disclosure that addresses the relationship between rates on leases expiring in the current year and current
market rents for this space.

 Response

 In
response to this comment, in future Exchange Act reports, to the extent material and known by management, we will include disclosures that address the relationship between rates on leases expiring in the current year and current market rents for
this space.

 We anticipate disclosing the following in our Form 10-K for the year ended December 31, 2015:

For the year ended December 31, 2015, we have no leases expiring.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 22

6.
In future Exchange Act periodic reports, please compare new rents on renewed leases to prior rents, as adjusted for free rent periods.

Response

 In response to this comment, when applicable,
in future Exchange Act reports we will present a comparison of new rents on renewed leases to prior rents, as adjusted for free rent periods.

 We will
anticipate disclosing the following in our Form 10-K for the year ended December 31, 2015:

 For the year ended December 31, 2015,
we have no material lease renewals.

 Item 15(a)(1) – Financial statements, page 49

Notes to consolidated financial statements, page 58

Note 8. Line-of-credit and long-term debt, page 68

7.
Please revise future periodic filings to include the disclosures for long term obligations outlined within paragraph 470-10-50-1 of the Financial Accounting Standards Codification.

Response

 In response to the comment above, in future Exchange Act reports we will include in the notes to our consolidated
financial statements a table reflecting the maturities on our long term obligations in accordance with 470-10-50-1 of the Financial Accounting Standards Codification. The table consist of information from two of the rows of the table shown in the
“Financial Market Risks” section of Part II, Item 7A of the our Form 10-K for Fiscal Year Ended December 31, 2014 on page 37.

 We will
anticipate disclosing the following table in our Form 10-K for the year ended December 31, 2015:

2016

2017

2018

2019

2020

Thereafter

Total

 Long-term debt ($4.75M note)

$
255

$
266

$
277

$
289

$
302

$
2,826

$
4,215

 Long-term debt ($70.0M note)

$
561

$
3,393

$
3,563

$
3,715

$
3,881

$
54,887

$
70,000

 Per the Staff’s request, we hereby acknowledge that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the Staff’s responsiveness with respect to the Company’s filing and look forward to resolving any concerns the Staff may have. If you
have any questions, please contact me at (661) 663-4222.

Best regards,

/s/ Allen E. Lyda

 Allen E. Lyda

Executive Vice President and Chief Financial Officer

Tejon Ranch Co.

CORRESP
1
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CORRESP

 VIA EDGAR

November 18, 2015

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Wilson K. Lee

Senior Staff Accountant

Re:

Tejon Ranch Co.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed on March 16, 2015

File No. 001-7183

 Dear Mr. Lee,

 This letter
confirms that Tejon Ranch Co., or the Company, received the November 17, 2015 comment letter of the Staff of the Securities and Exchange Commission regarding the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2014 (filed March 16, 2015).

 The Company requires additional time to respond to the comment letter. Accordingly, we advise the
Staff that the Company will provide its response to these comments on or prior to December 8, 2015.

 We appreciate the Staff’s responsiveness
with respect to the Company’s filing and look forward to resolving any concerns the Staff may have. If you have any questions, please contact me at (661) 663-4222.

Best regards,

 /s/ Allen E. Lyda

Allen E. Lyda

Executive Vice President and Chief Financial Officer

Tejon Ranch Co.

Mailstop 3233
November 17, 2015

VIA E -MAIL
Mr. Allen E. Lyda
Chief Financial Officer
Tejon Ranch Co.
P.O. Box 1000
Lebec, California 93243

Re: Tejon Ranch Co.
Form 10-K for Fiscal Year Ended December 31, 2014
Filed on March 16, 2015
File No. 001-07183

Dear Mr. Lyda :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 2014

General

1. In future Exchange Act periodic reports, please describe how you monitor tenant credit
quality and identify any mate rial changes in quality.

Item 1. Business, page 4

Real Estate Operations, page 6

2. In future Exchange Act periodic reports, and to the extent you have a material
development portfolio, please disclose anticipated completion dates, costs incurred to
date a nd estimated costs to completion for each of your developments.

Mr. Allen E. Lyda
Tejon Ranch Co.
November 1 7, 2015
Page 2

Customers, page 10

3. We note your disclosure that no customer represented 10% of more of your revenues in
2014.   In future Exchange Act periodic reports, to the extent any of your leaseholders
represent 5% or more of your revenues, please disclose your tenant concentration.

Item 2. Properties, page 16

4. We note that you lease land to various types of tenants.   In future Exchange Act periodic
reports, please include a schedule of the  lease expirations for each of the ten years
starting with the year in which the annual report is filed, stating (i) the number of tenants
whose leases will expire, (ii) the total area of square feet covered by such leases (or other
appropriate metric), (i ii) the annual rental represented by such leases, and (iv) the
percentage of gross annual rental represented by such leases.

5. In future Exchange Act periodic reports, to the extent material and known by
management, please include disclosure that addresses the relationship between rates on
leases expiring in the current year and current market rents for this space.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 22

6. In future Exchange Act periodic reports,  please compare new rents on renewed leases to
prior rents, as adjusted for free rent periods.

Item 15(a)(1) – Financial statements, page 49

Notes to consolidated financial statements, page 58

Note 8. Line -of-credit and long -term debt, page 68

7. Please revise future periodic filings to include the disclosures for long term obligations
outlined within paragraph 470 -10-50-1 of the Financial Accounting Standards
Codification.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

Mr. Allen E. Lyda
Tejon Ranch Co.
November 1 7, 2015
Page 3

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Peter McPhun, Staff Accountant , at 202-551-3581 or me at 202 -551-
3468  if you have questions regarding comments on the financial statements and related matters.
Please contact Sandra Hunter, Staff Attorney , at 202-551-3758  or Kim McManus at 202-551-
3215  with any other questions.

Sincerely,

  /s/ Wilson K. Lee

Mr. Wilson K. Lee
Senior Staff Accountant
Office of Real Estate and
Commodities

CORRESP
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Acceleration Request

 [Letterhead of Tejon Ranch Co.]

May 9, 2013

 VIA
EDGAR AND FACSIMILE

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

 Attention: Mr. Duc
Dang

Re:
Tejon Ranch Co.
Registration Statement on Form S-3 (File No. 333-184367)

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act
of 1933, as amended, Tejon Ranch Co., a Delaware corporation (the “Company”), respectfully requests the acceleration of the effectiveness of the above-referenced Registration Statement (the “Filing”), so as to become effective at
1:00 p.m. (EST) on May 10, 2013, or as soon as possible thereafter.

 The Company hereby acknowledges that:

•

 Should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Filing effective, it
does not foreclose the Commission from taking any action with respect to the Filing;

•

 The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the Company from
its full responsibility for the accuracy and adequacy of the disclosure in the Filing; and

•

 The Company may not assert Staff comments and the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 We request that we be notified of the effectiveness
of the Filing by telephone call to Mark Lahive of Gibson, Dunn & Crutcher LLP, at (310) 552-8580.

 Mr. Duc Dang

 Securities and Exchange Commission

  Page
 2

 Please do not hesitate to contact the undersigned at (661) 663-4222, or Mark Lahive
of Gibson, Dunn & Crutcher LLP at (310) 552-8580 with any questions or comments with respect to this letter.

Very truly yours,

Tejon Ranch Co.

By:

/s/ Allen Lyda

Allen Lyda

Senior Vice President &

Chief Financial Officer

 cc: Mark Lahive, Gibson, Dunn & Crutcher LLP

March 14, 2013

Via E -mail
Allen E. Lyda
Senior Vice President and Chief Financial Officer
Tejon Ranch Co.
P.O. Box 1000
Lebec, California 93243

Re: Tejon Ranch Co.
Form 10 -K for fiscal y ear ended December 31, 2011
  Filed March 12, 2012
  File No. 1-7183

Dear Mr. Lyda:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission  from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pe rsons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Accounting Branch Chief

CORRESP
1
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SEC Response Letter

 VIA EDGAR

 February 6, 2013

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention:

Kevin Woody

Accounting Branch Chief

Mark Rakip

Staff Accountant

 Re:

Tejon Ranch Co.

Form 10-K for fiscal year ended December 31, 2011

Filed March 12, 2012

File No. 1-7183

 Dear Mr. Woody,

 Thank you for your response letter dated January 18, 2013, containing your additional questions on the above-captioned filing by Tejon Ranch Co., or the Company, with the United States Securities and
Exchange Commission, or the Commission. Set forth below are the Company’s responses to your comments. For your convenience, the text of the Staff’s comments is included below in bold text and is followed by the Company’s responses to
such comments.

 Form 10-k for fiscal year ended December 31, 2011

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 23

 Results of Operations by Segment, page 28

 Real Estate –
Resort/Residential, page 30

 1. We note your response to prior comment 1. Please address the following:

a. Tell us the terms of and your accounting for the initial June 2008 Tejon Ranch Conservation and Land Use Agreement with the resource
organizations for the permanent protection of up to 240,000 acres of land through phased dedicated conservation easements on approximately 145,000 acres of land.

 Response

 Background

 On June 17, 2008, Tejon Ranch Co. (the “Company”)
formally entered into a conservation and land use agreement (the “Agreement”) with five environmental resource groups—the Audubon California, the Endangered Habitats League, Natural Resources Defense Council, Planning and Conservation
League and Sierra Club (together, the “Resource Groups”). As part of the Agreement, the Company agreed to potentially preserve up to 240,000 acres (“Conserved Lands”) owned by the Company through a combination of planned open
spaces in the Company’s developments and easements. In return, the Resource Groups agreed to refrain from opposing the entitlements, approvals, and agency applications for the Company’s three proposed development projects—Tejon
Mountain Village (“TMV”), Centennial and Grapevine. The overall purpose of entering in the Agreement with the Resource Groups was to come to an agreement that would preserve a large portion of the ranch and at the same time allow the
Company to proceed with its development of TMV, Centennial and Grapevine without impediment from the five largest environmental groups. However, as the Agreement was with only five of the numerous environmental groups, the Company has been and fully
expects to continue to be challenged legally regarding the approval of the development projects, which was most recently the case with our TMV development.

 As stipulated in the Agreement, the Conserved Lands will be managed under a Ranch Wide Management Plan (“RWMP”), which is in the process of being developed by the Company and a non-profit
organization established by the Resource Groups as part of the Agreement to oversee and fund the conservation efforts (the “Conservancy”). The RWMP will establish best management practices for continued use of the Conserved Lands for
existing ranch uses similar to the Company’s existing practices. The RWMP will also identify natural resources and conservation values of the Conserved Lands and opportunities to protect, enhance, and restore any identified areas. When the RWMP
is finalized in 2013, it will include programs funded by the Conservancy for restoring and enhancing of any areas identified in the preparation of RWMP. The RWMP will not obligate or require the Company to perform any specific conservation
activities; rather, it will set guidelines under which the Company (1) can not undertake activities that will damage the land and environment, and (2) will continue to consider the environmentally sensitive options to conduct its
activities unless such practices are not economically viable. In addition, the Company will also be allowed to continue the existing revenue generating activities on any of the 240,000 acres of conservation areas that might be preserved under the
Agreement.

 The 240,000 acres of Conserved Lands can be summarized as follows, with each category described in more
detail below:

Dedicated Conservation Areas

Acreage

 Open space within planned developments

33,000

 Dedicated conservation easements

135,000

 Pacific Crest Trail

10,000

 Total dedicated conservation areas

178,000

Optioned Conservation Areas

Acreage

 Bi-Centennial

11,000

 Michener Ranch

1,600

 Old Headquarters

26,700

 Tri-Centennial

7,200

 White Wolf

15,500

 Total optioned conservation areas

62,000

 The carrying value of the 240,000 acres of land is $13.75 per acre compared to the estimated fair value of the land
without development rights of $548 per acre, as discussed more fully in our response to 2b. and 2c. below.

 Dedicated and Optioned
Conservation Areas

 A summary of the provisions of the Agreement related to the dedicated and optioned conservation areas are as
follows:

A.
Dedicated Conservation Areas

 The Company
will potentially protect approximately 178,000 acres through a combination of dedicated conservation easements and designated project open spaces. A summary and the related accounting for each of the dedicated conversation areas is as follows:

a.
Planned Open Space (33,000 acres)

As part of the project development process for the TMV and Centennial development projects, the Company will have to designate 33,000
acres as open space areas within these developments. The Company’s then existing development plans included the same amount of open space within each of the developments as agreed to as part of the Agreement, and therefore, would have been used
as such with or without the Agreement.

 Since the open space area was part of the initial development plans and is within each
of the existing developments that are still in its respective entitlement stages, there was no accounting treatment necessary upon agreement to designate these 33,000 acres as part of the Conserved Lands.

b.
Dedicated Conservation Easements including Pacific Crest Trail (145,000 acres)

 The Dedicated Conservation Easements over 145,000 acres of the Company’s land will be
dedicated over the next 30 years as certain criteria/milestones are met/accomplished as set forth in the Agreement. A conservation easement of up to 10,000 acres known as Pacific Crest Trail will be dedicated to allow for realignment of 37 miles of
the Pacific Crest Trail that currently runs through the Ranch for purposes of allowing public access to the Conserved Lands. Currently, the granting of the Pacific Crest Trail easement has not occurred as the Company, the Resource Groups, and other
governmental organizations are in process of defining realignment.

 The other 135,000 acres of the Dedicated Conservation
Easements (“Milestone Easements”) will be granted in six phases. The granting of each easement will be contingent on the completion of defined development milestones tied to the initial entitlements for each of the three development
projects. To date, none of the 135,000 acres of the Dedicated Conservations Easements have been dedicated. The first dedicated easement related to TMV is anticipated to occur in 2013. The 135,000 acres of Dedicated Conservation Easements are
summarized as follows:

i.
TMV – 65,000 acres of land will be dedicated to easement in two phases after defined development milestones are achieved, but in no case can the final granting
occur more than 20 years after the first TMV development milestone is achieved.

ii.
Centennial – 30,000 acres of land will be dedicated to easement in two phases after defined development milestones are achieved, but in no case can the final
granting occur more than 25 years after the first Centennial development milestone is achieved.

iii.
Grapevine Development Area – 40,000 acres of land will be dedicated to easement in two phases after defined development milestones are achieved, but in no case can
the final granting occur more than 30 years after the first Grapevine development milestone is achieved.

 As
noted above, the Agreement created an obligation for the Company to dedicate 145,000 acres of Conservation Lands. However, we concluded there was no initial accounting treatment necessary related to the contract based on the following
considerations.

i.
We considered whether there would have been a decrease in value of the land with the existence of the conservation easements, but concluded there was none since the
145,000 acres contemplated under the Dedicated Conservation Easements were not in the Company’s plans to develop as the land is of such topography that it would have been very costly to develop. In addition the fair value of the land without
development opportunity ($548 per acre) was significantly greater than the Company’s cost basis ($13.75 per acre). Therefore, we did not note any indicators to suggest our carrying value was impaired.

ii.
Alternatively, we also considered the abandonment concept of real estate under development as described in ASC 970-360-35-1 and noted that under that model, any
“real estate donated to municipalities or other governmental agencies for uses that will benefit the project are not abandonments. The cost of the real estate donated shall be allocated as a common cost of the project.” Although not
exactly on point, the guidance would suggest that the “costs” related to the dedication of the Milestone Easements would be allocated as a common cost to the land being developed since the easements were essentially donated to the
non-profit organization (i.e. Conservancy/Resource Groups) in return for the Resource Groups not impeding the Company’s planned development of TMV, Centennial and Grapevine. Therefore, under this concept, the “costs” would be expensed
as the developments are completed and sold in the future.

 Further, if it were concluded that the granting of
the easements represented an abandonment of the Company’s development rights on the 145,000 of Conservation Lands as noted in ASC 970-360-40-1, the relative cost “abandoned” would be immaterial since the development rights for these
lands prior to granting the easements would be nominal as this land is of such topography that it would have been very costly to develop, and therefore, minimizing the value of any development rights.

iii.
We noted the dedication of the Milestone Easements would only occur if the achievement of specific project development milestones were achieved and then only lands tied
to that project begin a phased process of being dedicated over a 30 year period. The achievement of specific project development milestones is tied to future events that are largely outside of the Company’s control due to the involvement of
governmental authorities and legal challenges by environment groups outside the Resource Groups party to the Agreement.

iv.
The Company could continue to perform all the revenue generating activities it had previously been performing on these lands prior to the execution of the Agreement.

v.
The Company’s obligations under the Agreement in regards to the Conserved Lands did not result in any significant changes or cost in how those lands would be
managed.

vi.
No monetary consideration was received by the Company in exchange for entering into the Agreement.

B.
Optioned Conservation Areas

 As noted
above, the Company granted five separate options to the Resource Groups to acquire the Company’s development rights, through acquisition of conservation easements, for five separate areas of the Company’s land (“Acquisition Easement
Area”). The option period for each of the five options was set to expire on December 31, 2010, with potential to extend the option period if certain criteria were met. The Acquisition Easement Area totaled 62,000 acres of developable land,
which the Company had intentions to develop over the long-term. If exercised, the easements (i) would be permanent arrangements attached to the land in perpetuity; (ii) would take away the Company’s ability to commercially develop the
Acquisition Easement Area; and (iii) allow access to the Conservancy to perform conservation activities. Further, if the options were exercised, the Company would continue to be allowed to perform all the revenue generating activities it had
previously been performing prior to the execution of the option. If the options were not exercised by the Resource Groups, the Company could (i) develop the Acquisition Easement Area, but the Resource Groups could legally challenge these
developments, and (ii) continue to be allowed to perform all the revenue generating activities it had previously been performing.

 The
purchase price for each of the Acquisition Easement Area conservation easements were to be determined at the appraised fair market value of such conservation easement as of the date the options were exercised, determined pursuant to an independent
appraisal commissioned by the California Wildlife Conservation Board (“WCB”), a state governmental agency, in accordance with California state law. The funding of the purchase price of the Acquisition Areas would be provided by a grant
from the WCB to Conservancy/Resource Groups. A description of the appraisal process is provided below in response to questions 2.b and 2.c.

As noted above, the Agreement created an option for the Resource Groups to acquire easements covering the Acquisition Easement Area and include them in
the Conserved Lands. We concluded that there was no initial accounting necessary related to the granting of the options since the exercise of the options provided to the Resource Groups were outside the Company’s control and not certain of
occurrence and at a price determined by appraisals commissioned by the WCB at the time the options were exercised (i.e. fair value). Further, the funding by the WCB to the Conservancy/Resource Groups was also not certain of occurrence at that time.

 b. Given that you are to preserve, maintain, and protect, as well as restore and enhance
through perpetuity the conservation values of the easement properties, please tell us how such requirements impacted your determination that you had performed your obligation and no further actions were needed to meet the
absence-of-continuing-involvement criteria. Refer to ASC 360-20-40.

 Response

The Company was and currently is the owner of all the 240,000 acres of land discussed in response 1.a. above, whether or not subject to the easements
through dedication or sale. The easement contracts (1) divested the Company of our right to commercially develop the land and (2) required us to provide access to a third party to our land for purposes of performing conservation
activities. However, we continue to have the ability to benefit from the existing revenue generating activities on any of the 240,000 acres of conservation areas that might be preserved under the Agreement. Further, our risks, rewards, and
obligations of land ownership, other than the loss of future development rights, did not change with the recording of the easement contracts, nor was title to any of our land transferred to the Resource Groups.

As we mentioned in our prior letter, we have not accounted for this transaction under the scope of ASC 360-20. We believe this conclusion is consistent
with the determination that the Financial Accounting Standards Board (the “Board”) had reached in its deliberations of FIN 43: Real Estate Sales. At that time, the Board elected not to respond to requests to address whether the
definition of real estate included real estate rights, including easements.

 We also believe that the pricing terms related to the option
serve as evidence that the Company is trans

CORRESP
1
filename1.htm

Correspondence

 VIA EDGAR

 January 31, 2013

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
Mark Rakip

Staff Accountant

Re:
Tejon Ranch Co.

Form 10-K for fiscal year ended December 31, 2011

Filed March 12, 2012

File No. 1-7183

 Dear Mr. Rakip,

 This letter confirms that Tejon Ranch Co., or the Company, received the January 18, 2013 comment letter of the Staff of the Securities
and Exchange Commission regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (filed March 12, 2012).

 The Company requires additional time to respond to the comment letter. Accordingly, we advise the Staff that the Company will provide its response to these comments on or prior to February 12, 2013.

 We appreciate the Staff’s responsiveness with respect to the Company’s filing and look forward to resolving any concerns the Staff
may have. If you have any questions, please contact me at (661) 663-4222.

 Best regards,

 /s/ Allen E. Lyda

Allen E. Lyda

Senior Vice President and Chief Financial Officer

Tejon Ranch Co.

January 18, 2013

Via E -mail
Allen E. Lyda
Senior Vice President and Chief Financial Officer
Tejon Ranch Co.
P.O. Box 1000
Lebec, California 93243

Re: Tejon Ranch Co.
Form 10 -K for fiscal y ear ended December 31, 2011
  Filed March 12, 2012
  File No. 1-7183

Dear Mr. Lyda:

We have reviewed  your response dated Dece mber 5, 2012 , and supplemental
correspondence dated January 10, 2013,  and have the following  additional  comment s.   In our
comment s, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested re sponse.   If you do not
believe o ur comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comment s, we may
have  additional comments.

Form 10 -K for fiscal y ear ended December 31, 2011

Item 7. Management’ Discussion and Analysis of Financial Condition and Results of Operations,
page 23

Results of Operations by Segment, page 28

Real Estate – Resort/Residential, page 30
 We note your response to prior comment 1.  Please address the following:  1.
a. Tell us the terms of and your accounting for the initial June 2008 Tejon Ranch
Conservation and Land Use Agreement with the resource organizations for the
permanent protection of up to 240,0 00 acres of land through phased dedicated
conservation easements on appr oximately 145,000 acres of land;

Allen E. Lyda
Tejon Ranch Co.
January 18, 2013
Page 2

 b. Given that you are to preserve, maintain, and protect, as well as restore and
enhance through perpetuity the conservation values of the easement properties,
please tell us how such requirements  impacted your determination that you had
performed your obligation and no further actions were needed to meet the
absence -of-continuing -involvement criteria.  Refer to ASC 360 -20-40; and
c. Provide to us a detailed explanation of the tax treatmen t of the sale of
conservation easements, including the tax impacts to both the land contribution
and valuation allowance related to the sale.
 You indicate that the total consideration paid for the conservation easements was 2.
determined through a real esta te appraisal process .  Please address the following:
a. Tell us your carrying value of the land prior to granting the conservation
easements;
b. Tell us whether the $15.75 million was the fair value of the approximately 62,000
acres sold prior or subsequent to t he granting of the easement;
i. If the $15.75 million value was determined prior to the granted easements,
please tell us the fair value of the land after c onsideration of the
easements; and
ii. If such fair value was determined subsequent to the granted easements,
please tell us the fair value of the unencumbered land  prior to the inclusion
of land easements ;
c. Please tell us how the fair value of $15.75 million was determined by the real
estate appraisal firm; and
d. Tell us how you accounted for any change in the fair value of the land generated
from the easements granted (i.e., difference in fair value between unencumbered
land and the land with the easements in place)  and the accounting li terature relied
upon.

You may contact Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at
202.551.3629  if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Accounting Branch Chief

CORRESP
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filename1.htm

SEC Response Letter

 VIA EDGAR

 January 10, 2013

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
Mark Rakip
Staff Accountant

Re:
Tejon Ranch Co.
Form 10-K for fiscal year ended December 31, 2011
Filed March 12, 2012
File No. 1-7183

Dear Mr. Rakip,

 In response to your
verbal request on January 3, 2013 regarding documents related to the sale of conservation easements in 2011, we are supplementally providing to the United States Securities and Exchange Commission, or the Commission, certain easement agreements
and escrow statements. Below, for your convenience, we have included a listing of the documents provided, followed by a brief description of the easement agreements provided

 Documents Provided:

1.
Tejon Ranch Conservation and Land Use Agreement filed on Form 8-K on June 23, 2008.

2.
Deed of Conservation Easement and Agreement concerning Easement Rights related to:

•

 Bi-Centennial acreage;

•

 Tri-Centennial acreage;

•

 Old Headquarters acreage;

•

 White Wolf acreage; and

•

 Michener acreage.

3.
Escrow closing statements related to:

•

 Bi-Centennial Easement sale;

•

 Tri-Centennial Easement sale;

•

 Old Headquarters Easement sale;

•

 White Wolf Easement Sale; and

•

 Michener Easement Sale.

 The names above are internal names given to specific areas of the Company’s ranch lands.

Documents Summary:

1.
The Tejon Ranch Conservation and Land Use Agreement is an agreement that was entered into in 2008 that required the Company to preserve land for conservation and
granted five major environmental organizations options to acquire conservation easements on the above listed lands. Please refer to the Form 8-K filed June 23, 2008 for a copy and summary of the Agreement.

2.
The Deed of Conservation Easement and Agreement effected the transfer of the conservation easements and sets out the rights and responsibilities of the parties with
respect to the conservation easements.

 To follow the timeline that culminated in the sale of conservation easements in 2011, it
is best to start with a review of the Tejon Ranch Conservation and Land Use Agreement, Section 6 – “Options to Purchase Conservation Easements”.

 Management of the Company is aware of its responsibility for the adequacy and accuracy of both the financial numbers and disclosures within our filings. Our goal is to provide full disclosure and
transparency in all of our filings. The Company hereby acknowledges that:

1.
The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing;

3.
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 We appreciate the Staff’s assistance in this process.

Best regards,

/s/ Allen E. Lyda

Allen E. Lyda

Executive Vice President and Chief Financial Officer

Tejon Ranch Co.

  Recording Requested By

First American Title NHS

    3071131

Recording requested by

 and when recorded mail
to:

 Gibson, Dunn & Crutcher LLP

333 South Grand Avenue, 49th Floor

 Los Angeles,
CA 90071-3197

 Attn: Thomas J.P. McHenry, Esq.

APNs: Listed on the attached Exhibit H

Space above this line reserved for Recorder’s use

 Documentary Transfer Tax not shown

 pursuant to Section 11932 of the Revenue

and Taxation Code, as amended.

DEED OF CONSERVATION EASEMENT

 AND AGREEMENT CONCERNING EASEMENT RIGHTS

 (BI-CENTENNIAL)

THIS DEED OF CONSERVATION EASEMENT AND AGREEMENT CONCERNING EASEMENT RIGHTS (this “Conservation Easement”) is made this
28th day of February, 2011 (the “Agreement Date”), by TEJON RANCHCORP, a California corporation (“Grantor”), in favor of the TEJON RANCH CONSERVANCY, a California nonprofit public benefit corporation
(“Grantee”). Grantor and Grantee are sometimes referred to in this Conservation Easement collectively as the “Parties” and individually as a “Party.”

RECITALS

 A. Grantor is the sole owner in fee simple of certain real property containing approximately 11,019 acres, located in the Counties of Kern and Los Angeles, State of California, and depicted for
illustrative purposes only on the map attached hereto as Exhibit B (the “Easement Property”). The portion of the Easement Property that is located in Kern County is more particularly described in Exhibit A-1
attached hereto, and the portion of the Easement Property that is located in Los Angeles County is more particularly described in Exhibit A-2 attached hereto.

 B. The Easement Property is part of a larger property commonly known as “Tejon Ranch,” which comprises approximately 270,000 acres located in Los Angeles and Kern Counties and is depicted for
illustrative purposes only on the map attached hereto as Exhibit C (“Tejon Ranch”). Tejon Ranch was, as of the effective date of the Ranch Agreement (defined below), owned in whole by Grantor. Historic ranch uses, dating back
to 1843, have largely sustained a natural landscape on Tejon Ranch. Grantor has agreed to convey conservation easements over various portions of Tejon Ranch, including, but not limited to, the Easement Property, in accordance with the terms and
conditions of that certain Tejon Ranch Conservation and Land Use Agreement, dated June 17, 2008 (as the same may be amended from time to time,

 Page 1

the “Ranch Agreement”), by and among Natural Resources Defense Council, Inc., a New York nonprofit corporation; National Audubon Society, Inc., a New York nonprofit corporation,
doing business in California as Audubon California; Planning and Conservation League, a California nonprofit public benefit corporation; Sierra Club, a California nonprofit public benefit corporation; and Endangered Habitats League, Inc., a
California nonprofit public benefit corporation (each, a “Resource Organization” and collectively, the “Resource Organizations”); Grantor; Grantee; and Tejon Ranch Co., a Delaware corporation. On April 8, 2009,
a Memorandum of the Ranch Agreement was recorded in the Official Records of Kern County as Instrument No. 0209049434, and on April 29, 2009, a Memorandum of the Ranch Agreement was recorded in the Official Records of Los Angeles County as
Instrument No. 20090626840. The objective of the Ranch Agreement is to maintain the bulk of Tejon Ranch in its unaltered condition and, as appropriate, to enhance and restore natural resource values. The portions of Tejon Ranch over which Grantor
has conveyed or may convey conservation easements pursuant to the Ranch Agreement (excluding any Unpurchased Acquisition Areas) are collectively referred to in this Conservation Easement as the “Conserved Lands.” The Conserved Lands
are depicted for illustrative purposes only on the map attached hereto as Exhibit C.

 C. The Conserved Lands will be
managed pursuant to a Ranch-Wide Management Plan or RWMP (as defined in Section l(ffff)) that will be developed by Grantor and Grantee and adopted by Grantee in accordance with Section 3 of the Ranch Agreement. Effective September 18,
2009, Grantee adopted the Interim RWMP in accordance with Section 3.2 of the Ranch Agreement (the “Interim RWMP”), which will be in effect until the initial RWMP is adopted in accordance with Section 3.3 of the Ranch
Agreement.

 D. The Easement Property possesses significant natural resource and conservation values that are of great
importance to Grantor, Grantee and the people of the State of California. The natural resource and conservation values include all of the following (collectively referred to in this Conservation Easement as the “Conservation
Values”):

 1. The Easement Property contains open space land important to maintaining various natural communities,
including, but not limited to desert scrub, Mohave desert grassland supporting outstanding native grasses and forbs, oak savannah, oak woodland, riparian habitats, juniper woodland, and Joshua tree woodland.

2. The natural communities and habitats on the Easement Property are largely devoid of significant human alterations, and thus support
intact ecosystem processes on which the communities and species on the Easement Property are dependent.

 3. The Easement
Property supports all or part of numerous intact watersheds, including, but not limited to Little Sycamore, Big Sycamore, Bronco Canyon, Los Alamos Canyon and Pescado Canyon. The watersheds on the Easement Property support natural watershed
functions and high quality aquatic, wetland, and riparian habitats.

 4. The Easement Property provides significant regional
landscape connectivity functions, and its protection will ensure that these functions will be maintained and this area and its existing features will be available for its natural habitat values.

 Page 2

 5. The Easement Property supports diverse and sensitive flora and fauna dependent on its
high quality natural communities, functional watersheds, intact ecosystem processes, and landscape connectivity. Species of note include pronghorn, Tehachapi pocket mouse, southern grasshopper mouse, burrowing owl, coast homed lizard, and desert
night lizard. Protection of the Easement Property also helps support numerous other species dependent on its habitats, food resources, and water supplies.

 6. The Easement Property contains extraordinary native grassland that supports wildflower displays, expansive open vistas and other scenic resources, and the protection of the Easement Property will
provide a significant public benefit by preserving open space against development pressure and will protect scenic qualities unique to the area.

 E. Grantor intends that the Conservation Values of the Easement Property be preserved, maintained and protected, and, consistent with the terms of this Conservation Easement, restored and enhanced, in
perpetuity, subject to the terms and conditions of this Conservation Easement. To accomplish the Conservation Purpose (as defined in Section 2(a)), Grantor desires to convey to Grantee and Grantee desires to obtain from Grantor a conservation
easement that restricts certain uses of the Easement Property and grants certain rights to Grantee in order to preserve, maintain, protect, identify, monitor, restore and enhance in perpetuity the Conservation Values, the terms of which are set out
in more detail below.

 F. The protection of the Conservation Values by this Conservation Easement serves important state and
local policies and provides significant public benefit to the people of the State of California. In addition, the grant of this Conservation Easement will further the conservation policies set forth in the following:

Section 815 of the California Civil Code, in which the California Legislature has declared: (1) that “the preservation of
land in its natural, scenic, agricultural, historical, forested, or open-space condition is among the most important environmental assets of California”; and (2) that it is “in the public interest of this state to encourage the
voluntary conveyance of conservation easements to qualified nonprofit organizations”;

 The California Wildlife
Conservation Law of 1947 (codified in Chapter 4 of Division 2 of the California Fish and Game Code, commencing with Section 1300); and

 The Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006 (Proposition 84, Public Resources Code Section 75055), which recognizes the value and
public benefit of, and provides funding for the acquisition, development, rehabilitation, restoration, and protection of wildlife habitat that promotes the recovery of threatened and endangered species; provides corridors linking separate habitat
areas to prevent habitat fragmentation; protects significant natural landscapes and ecosystems such as mixed conifer forests, oak woodlands, riparian and wetland areas; and implements the recommendations of the California Comprehensive Wildlife
Strategy, as submitted in October 2005 to the United States Fish and Wildlife Service.

 Page 3

 G. Grantee has entered into California Wildlife Conservation Board Grant Agreement No.
WC-1043JW (the “WCB Grant Agreement”), a copy of which has been provided to Grantor, pursuant to which the California Wildlife Conservation Board (“WCB”) provided funding for the acquisition of this Conservation
Easement. A notice of the WCB Grant Agreement is being recorded in Kern and Los Angeles Counties concurrently herewith. Among other conditions, the WCB Grant Agreement requires that representatives of WCB have the right to enter upon the Easement
Property once every year to assess compliance with the WCB Grant Agreement, which access is provided for in this Conservation Easement. Pursuant to the WCB Grant Agreement, if Grantee violates any essential terms or conditions of the WCB Grant
Agreement, then WCB may require Grantee to convey its interest in this Conservation Easement to the State of California, acting by and through WCB, or another qualified entity.

H. Grantee is a nonprofit public benefit corporation incorporated under the laws of the State of California as a tax-exempt corporation
described in Section 815.3 of the California Civil Code, qualified under Section 501(c)(3) of the Internal Revenue Code and the regulations promulgated thereunder, and organized to preserve, enhance and restore the native biodiversity and
ecosystem values of Tejon Ranch and the Tehachapi Range by engaging in charitable and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code that further the preservation, protection, or enhancement of land
in its natural, scenic, historical, agricultural, forested, or open-space condition or use.

 GRANT OF EASEMENT AND
AGREEMENT

 In consideration of the recitals set forth above and in consideration of the mutual covenants, terms,
conditions, and restrictions contained in this document and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and pursuant to California law, including Civil Code Section 815 et seq.,
Grantor hereby voluntarily grants and conveys to Grantee, and to Grantee’s successors and assigns, and Grantee hereby accepts, a conservation easement in perpetuity in, on, over, and across the Easement Property, subject to the following
covenants, terms, conditions and restrictions:

 1. Definitions. As used in this Conservation Easement, the
following terms shall have the meanings set forth below.

 (a) “Access Notice” means a written
notice delivered to Grantor by a Requesting Party in accordance with Section 7(a)(1), which notice shall include (i) a detailed description of the purpose for entry on the Easement Property, (ii) the specific areas of the Easement
Property to be accessed, (iii) the proposed date(s) of entry on and duration of access to the Easement Property, and (iv) the number of persons who would enter on and access the Easement Property.

(b) “Activity Notice” means a written notice delivered to Grantor by Grantee in accordance with
Section 7(c), which notice shall include (i) the proposed Conservation Activity, (ii) a detailed description of the nature, scope, location and purpose of the proposed Conservation Activity (including any proposed building, structure
or improvement permitted by Section 7(d) and proposed by Grantee in connection with such Conservation Activity), (iii) a schedule of the work or activities to be performed or conducted on the Easement Property, and (iv) a list of the
names of any contractors or other parties and persons who would perform the Conservation Activity.

 Page 4

 (c) “Additional Area” has the meaning set forth in
Section 6(b)(2)(R).

 (d) “Affiliate” means a Person that directly, or indirectly through
one or more int

CORRESP
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filename1.htm

Correspondence

 VIA FACSIMILE AND EDGAR

 December 5, 2012

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Kevin Woody

Accounting Branch Chief

Mark Rakip

Staff Accountant

Re:

Tejon Ranch Co.

Form 10-K for fiscal year ended December 31, 2011

Filed March 12, 2012

File No. 1-7183

 Dear Mr. Woody,

 Thank you for your response letter dated November 28, 2012, containing your additional questions on the above-captioned filing by Tejon Ranch Co., or the Company, with the United States Securities
and Exchange Commission, or the Commission. Set forth below are the Company’s responses to your comments. For your convenience, the text of the Staff’s comments is included below in bold text and is followed by the Company’s responses
to such comments.

 Form 10-k for fiscal year ended December 31, 2011

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 23

Results of Operations by Segment, page 28

 Real Estate – Resort/Residential, page 30

1.
We have reviewed your response to comment number 1. Please tell us what the expected period of performance is given that you have a commitment not to perform any
development on the property. Additionally, please tell us what would happen if the property was sold to a third party. Specifically, tell us whether a new owner would be subject to the easement.

 Response

 The easements sold covering the 62,000 acres divested the Company of any current rights and any future rights to commercial and residential development on that land. The value of the easement was based on
an appraisal/negotiation with the buyer and represented the difference in the value of the land with and without development rights. The easements became encumbrances on the land and have been recorded on the deeds and are discoverable through title
searches. These easements will run in perpetuity with the land, making the expected period of performance perpetual.

 In the event the land
were sold to a third party, such third party would purchase the land with the easements in place and would have to follow the conditions of the easements. Any new owner through a purchase is subject to the easement.

Management of the Company is very aware of its responsibility for the adequacy and accuracy of both the financial numbers and disclosures within our
filings. Our goal is to provide full disclosure and transparency in all of our filings. In connection with responding to the comments set forth in your letter of November 28, 2012, the Company hereby acknowledges that:

1.
The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing;

3.
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 We appreciate the Staff’s assistance in this process.

Best regards,

 /s/ Allen E. Lyda

Allen E. Lyda

Senior Vice President and Chief Financial Officer

Tejon Ranch Co.

November 28, 2012

Via E -mail
Allen E. Lyda
Senior Vice President and Chief Financial Officer
Tejon Ranch Co.
P.O. Box 1000
Lebec, California 93243

Re: Tejon Ranch Co.
Form 10 -K for fiscal y ear ended December 31, 2011
  Filed March 12, 2012
  File No. 1-7183

Dear Mr. Lyda:

We have reviewed  your response dated November 7 , 2012 an d have the following
additional  comment.    In our comment,  we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe o ur comment  applies to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to this comment, we may have
additional comments.

Form 10 -K for fiscal year ended Dece mber 31, 2011

Item 7. Management’ Discussion and Analysis of Financial Condition and Results of Operations,
page 23

Results of Operations by Segment, page 28

Real Estate – Resort/Residential, page 30
 We have reviewed your response to comment number 1.  Please tell us what the expected 1.
period of performance is given that you have a commitment not to perform any
development on the property.  Additionally, please tell us what would happen if the
property was sold to a third party.  Specifically, tell us whe ther a new owner would be
subject to the easement.

Allen E. Lyda
Tejon Ranch Co.
November 28, 2012
Page 2

 You may contact Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at
202.551.3629  if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Accounting Branch Chief

CORRESP
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filename1.htm

SEC Response Letter

 VIA FACSIMILE AND EDGAR

 November 7, 2012

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
Kevin Woody

 Accounting Branch
Chief

 Mark Rakip

 Staff Accountant

Re:
Tejon Ranch Co.

 Form 10-K for
fiscal year ended December 31, 2011

 Filed March 12, 2012

File No. 1-7183

 Dear
Mr. Woody,

 Thank you for your letter dated October 19, 2012, or the comment letter, containing your comments on the above-captioned
filing by Tejon Ranch Co., or the Company, with the United States Securities and Exchange Commission, or the Commission, and your agreement to extend the response date to November 19, 2012. Set forth below are the Company’s responses to
your comments. For your convenience, the text of the Staff’s comments is included below in bold text and is followed by the Company’s responses to such comments.

 Form 10-k for fiscal year ended December 31, 2011

 Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 23

 Results of Operations by
Segment, page 28

 Real Estate – Resort/Residential, page 30

1.
Please tell us how you recorded the sale of five conservation easements during 2011 given that you have retained fee ownership of such land sales and continue to
operate current revenue generating activities. Please cite relevant accounting literature applied.

 Response

 As a Company we are in the business of maximizing the revenue earning sources of our land assets. One of the revenue producing sources we have is the sale of easements over our land. An easement is the
right to use the real property of another for a specific purpose. The easement is itself a real property interest, typically recorded on a deed, but the original owner retains legal title to the underlying land for all other purposes, often
including rights to revenue generating activities. Easements are typically categorized as either affirmative or negative. An affirmative easement entitles the holder to do something on another individual’s land whereas a negative easement
divests an owner of the right to do something on the property.

 Easements were sold covering 62,000 acres during February 2011 to the Tejon
Ranch Conservancy, or Conservancy, a non-profit organization established and controlled by the Sierra Club, National Resources Defense Counsel, Planning and Conservation League, National Audubon Society, and Endangered Habitats League. The easements
sold contained both affirmative and negative easement components.

 The conservation easements sold divest the Company of any current rights
and any future rights to commercial and residential development on the 62,000 acres. In addition to the loss of development rights, the easements sold allow for the right to access the 62,000 acres for habitat conservation and preservation types of
activities by the Conservancy. The Company, as disclosed in previous filings, retained fee ownership of the 62,000 acres and although we can no longer develop the land for commercial and residential uses we will be able to continue to operate the
current revenue generating activities on these lands consisting of relatively insignificant farming, oil and mineral extraction, grazing leases, and hunting activities. An appraisal process determined the price of the conservation easements.

 As with other easements the Company has sold over the years, such as pipeline and utility corridors, once we received the funds for the
purchase of the easements, which provided for the divesting of a right over the land and access to the land, we recorded the revenue earned. We used Staff Accounting Bulletin (SAB) Topic 13: Revenue Recognition to evaluate whether revenue was
recognizable upon sale of the easements. Our analysis using the four criteria outlined in SAB Topic 13 was as follows:

1.
Evidence of a binding contract. We had a binding contract describing the easement and the rights to be purchased. The easement agreement identified that we were
giving up development rights on the identified lands and providing access to those lands to the Conservancy in perpetuity.

2.
Delivery has occurred. At time of closing and receipt of funds we had performed our obligation and no further actions were needed in regards to the selling of
the development rights or granting of access to the land. We will continue, as noted above, to perform revenue generating activities on the land as we were before the easement agreement.

3.
Seller’s price to buyer is determinable. The easement agreement stated the easement sales price, which was determined through a real estate appraisal
process.

4.
Collectability. Funds were collected through escrow on the closing date.

 Based on our satisfaction of the four criteria outlined in SAB Topic 13, we determined that the recognition of revenues from the sale of the easements was appropriate.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 23

Contractual Cash Obligations, page 37

2.
Please tell us why you have not discussed payments required on your pension and supplemental executive retirement plans or provided reference to such disclosures
elsewhere in your filing. Refer to footnote 46 to SEC Interpretive Release No. 33-8350 dated December 19, 2003.

Response

 In the Contractual Cash
Obligations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations we note that we have long-term liabilities related to a defined benefit plan and a supplemental retirement plan. In the text we provide
current year plan contributions and an estimate for the new year and an explanation for why we are not providing five or more years of data within the contractual cash obligations table. We also refer the reader to Note 13 of the Consolidated
Financial Statements for additional information regarding our retirement plans.

 In the future, if we believe the information is material to
an understanding of the Company’s cash requirements, we will include a discussion of estimates of future plan contributions to our defined benefit plan and estimates of payments from the supplemental retirement plan to employees. We will also
include in the text that follows the table or in a footnote to the table an overview of the information that is used to estimate these payments.

 Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K, page 43

(a)
Documents filed as part of this report

1.
Consolidated Financial Statements

 Notes to Consolidated Financial Statements, page 58

15. Investments in Joint Ventures, page 79

 3. Please provide more detail surrounding your belief that you do not control the operations of the Petro Travel Plaza Holdings LLC joint venture given your 60% interest. Although you note that each
party has 50% voting rights and your partner performs the day-to-day operations of the venture, we note you are allocated 60% of the profits and losses from the venture. Please further address why you believe your equity partner controls the venture
and clarify what happens in situations where the parties do not agree and whether contractually one of the parties has the ability to break any deadlock.

 Response

 As outlined in Note 15 to the Consolidated Financial Statements we described
Petro Travel Plaza Holdings LLC, or Petro, as a joint venture with Travel Centers of America, LLC, or TA, for the development and management of travel plazas and convenience stores. As stated in Note 15 we own 60% of the venture and as shown in the
tables to Note 15 we receive 60% of the profits and losses. In our evaluation of Petro to determine if we are the primary beneficiary and should consolidate, it was determined that we do not control the entity through voting or any other rights and
we are not involved in the management of the day-to-day operations of the joint venture. TA is currently the managing member of the joint venture.

 In accordance with Accounting Standards Codification 810, Consolidation, we concluded that we were not the primary beneficiary of Petro and do not control the joint venture due to the voting
structure and the operations management duties as outlined in the joint venture agreement, which do not provide us the power to direct the activities that most significantly impact the economic performance of the entity.

The joint venture is structured with both entities having 50/50 voting rights. All major decisions require mutual approval. Examples of major decisions
that require mutual approval are: approval of budgets; obtaining debt financing; acquisition of new entities; amendments to the operating agreement; and liquidation of a subsidiary.

 On a day-to-day basis we are not involved in the operations of the joint venture. TA is the manager of operations and is responsible for the following:

•

 Administrative, accounting, record keeping and related functions.

•

 Construction, operation and maintenance of facilities.

•

 Directing and managing personnel.

•

 Setting customer credit policies and terms for services and products sold on credit.

•

 Setting pricing for all diesel and gasoline fuel sales.

•

 Negotiating leases, licenses, franchises, concession and all other agreements and contracts incidental or desirable to the operation of the facilities.

•

 Managing inventories so that adequate supplies are on hand at all times.

 The above list is a small example of the many management items that TA is responsible for that we do not participate in. We believe the most important activities that significantly impact economic
performance are the management of fuel prices, management of fuel inventory, management of personnel, approval of annual budgets, and debt financing. All of these items are under the control of TA or are shared through voting rights.

In case of a deadlock on a vote or a material dispute between the parties that cannot be solved, the operating agreement directs the parties to
arbitration and, alternatively, permits one of the members to invoke the buy-sell provisions within the agreement. We do not have the power to override a deadlock or dispute based on our ownership percentage. In addition, as long as TA is a member
of the joint venture the operating agreement provides that they shall be the manager of all operations.

 Management of the Company is very
aware of its responsibility for the adequacy and accuracy of both the financial numbers and disclosures within our filings. Our goal is to provide full disclosure and transparency in all of our filings. In connection with responding to the comments
set forth in your letter of October 19, 2012, the Company hereby acknowledges that:

1.
The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing;

3.
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 We appreciate the Staff’s assistance in this process.

 Best regards,

 /s/ Allen E. Lyda

Allen E. Lyda

 Senior Vice President and Chief Financial Officer

 Tejon Ranch Co.

November 5, 2012

Via Email
Allen Lyda
Chief Financial Officer
Tejon Ranch Co.
P.O. Box 1000
Lebec, C A 93243

Re: Tejon Ranch Co.
  Registration Statement on Form S-3
Filed  October 11, 2012
  File No.  333-184367

Dear Mr. Lyda :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We have recently sent you a comment letter dated October 19, 2012 in connection with
our review of your 2011 10 -K.  Please note that we will not be in a position to declare
this registration statement effecti ve until the completion of that 10 -K review.

Incorporation of Certain Information by Reference, page 13

2. We note that you incorporate  future filings until  the end of the “offering of the
debentures.”  Considering your unallocated shelf includes equity securities, please tell us
why you have limited your forward incorporation to your offering of the debentures.

Allen Lyda
Chief Financial Officer
November 5, 2012
Page 2

 Exhibits
3. You indicate that the form of the in denture and the statement of eligibility for the trustee
will be filed by amendment or with a Form 8 -K.  Please note that the indenture should be
filed prior to effectiveness and that the statement of eligibility should not  be filed with a
Form 8 -K and rev ise accordingly.  Please refer to CDIs 201.04 and 2 20.01 located at
http://www.sec.gov/ divisions/corpfin/guidance/tiainterp.htm .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Allen Lyda
Chief Financial Officer
November 5, 2012
Page 3

 Please contact Jerard Gibson  at (202) 551 -3473  or me at (202) 551 -3386  with any
questions.

Sincerely,

 /s/ Duc Dang

Duc Dang
Attorney – Advisor
cc: Mark Lahive, Esq.

October 19 , 2012

Via E -mail
Allen E. Lyda
Senior Vice President and Chief Financial Officer
Tejon Ranch Co.
P.O. Box 1000
Lebec, California 93243

Re: Tejon Ranch Co.
Form 10 -K for fiscal y ear ended December 31, 2011
  Filed March 12, 2012
  File No. 1-7183

Dear Mr. Lyda :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by prov iding the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, pleas e tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for fiscal year ended December 31, 2011

Item 7. Management’s Discussion and Analysis of  Financial  Condition and Results of
Operations, page 23

Results of Operations by Segment, page 28

Real Estate – Resort/Residential , page 30
 Please tell us how you recorded the sale of five conservation easements during 2011 1.
given that you have retained f ee ownership of such land sales and continue to operate
current revenue generating activities.  Please cite relevant accounting literature applied.

Allen E. Lyda
Tejon Ranch Co.
October 19, 2012
Page 2

 Contractual Cash Obligations, page 37
 Please tell us why you have not discussed payments required on yo ur pension and 2.
supplemental executive retirement plans or provided reference to such disclosures
elsewhere in your filing.  Refer to footnote 46 to SEC Interpretive Release No. 33 -8350
dated December 19, 2003.

Item 15. Exhibits, Financial Statement Schedu les, and Reports on Form 8 -K, page 43

(a) Documents filed as part of this report

1. Consolidated Financial Statements

Notes to Consolidated Financial Statements, page 58

15. Investments in Joint Ventures , page 79
 Please provide more detail surrounding your belief that you do not control the operations 3.
of the Petro Travel Plaza Holdings LLC joint venture given your 60% interest.  Although
you note that each party has 50% voting rights and your partner performs the d ay-to-day
operations of the venture, we note you are allocated 60% of the profits or losses from the
venture.  Please further address why you believe your equity partner controls the venture
and clarify what happens in situations where the parties do not a gree and whether
contractually one of the parties has the ability to break any deadlock.  .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

Allen E. Lyda
Tejon Ranch Co.
October 19, 2012
Page 3

 You may contact Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at
202.551.3629  if you have questions regarding comments on the financial statements and related
matters .

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Accounting Branch Chief

CORRESP
1
filename1.htm

Acceleration Request

 [Tejon Ranch Co. Letterhead]

May 14, 2010

VIA EDGAR AND HAND DELIVERY

Erin E. Martin

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

100 F Street, N.E.

 Mail Stop 3010

Washington, D.C. 20549

Re:
Tejon Ranch Co.

Registration Statement on Form S-3

Filed April 19, 2010

File No. 333-166167

 Dear
Ms. Martin:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Tejon Ranch Co., a
Delaware corporation (the “Company”), hereby respectfully requests that the effective time of the above referenced Registration Statement on Form S-3 filed by the Company (the “Registration Statement”) be accelerated to 1 p.m.,
Eastern Standard Time, on May 17, 2010 or as soon thereafter as practicable.

 The Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 [Signature page follows]

 Very truly yours,

/s/ Carla
Walker

 Carla Walker

 Vice
President & Controller of

 Tejon Ranch Co.

cc:
Tom Kluck

Mark Lahive, Gibson, Dunn & Crutcher LLP

 2

CORRESP
1
filename1.htm

Response Letter

 [Tejon Ranch Co. Letterhead]

May 7, 2010

 VIA
EDGAR AND HAND DELIVERY

 Erin E. Martin

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Mail Stop 3010

 Washington,
D.C. 20549

Re:

Tejon Ranch Co.

 Registration Statement on S-3

Filed April 19, 2010

File No. 333-166167

 Dear Ms. Martin:

 This letter responds to the comments of the staff of the Securities and Exchange Commission (the “Staff”) in
the letter dated May 4, 2010 (the “Comment Letter”), regarding the above-captioned Registration Statement of Tejon Ranch Co. (the “Company” or “we”) on Form S-3 filed with the Securities and
Exchange Commission on April 19, 2010 (the “Registration Statement”). We also are forwarding, via courier, a copy of this letter. For ease of reference, the headings and numbered paragraphs below correspond to the headings and
numbered comments in the Comment Letter, with the Staff’s comments presented in bold italicized text.

 Part II – Information Not
Required In Prospectus, page II-1

 Item 17. Undertakings, page II-2

1.
Please include the undertaking found in Item 512(c) of Regulation S-K.

We note that Item 512(c) of Regulation S-K states that the specific language of the undertaking should be included “with
appropriate modifications to suit the particular case.” Accordingly, we will amend the Registration Statement to include the following undertaking in Part II, Item 17:

“The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set
forth the results of the subscription offer, including the amount of any unsubscribed securities after giving effect to the basic and over-subscription privileges included in the subscription offer, and the terms of any subsequent reoffering
thereof. If any public offering is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.”

 Per the Staff’s request, we hereby acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 We appreciate the Staff’s responsiveness with respect to the Company’s filings
and look forward to resolving any concerns the Staff may have. If you have any questions, please contact me at (661) 663-4222 or Mark Lahive of Gibson, Dunn & Crutcher at (310) 552-8580.

Very truly yours,

 /s/ Allen E. Lyda

Allen E. Lyda

Senior Vice President & Chief Financial Officer

cc:

Tom Kluck

Mark Lahive, Gibson, Dunn & Crutcher LLP

 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
May 4, 2010
 Allen Lyda Chief Financial Officer Tejon Ranch Co. P.O. Box 1000 Lebec, California 93243
Re: Tejon Ranch Co.
  Registration Statement on Form S-3
Filed April 19, 2010
  File No. 333-166167

Dear Mr. Lyda:

We have limited our review of your filing to those issues we have addressed in
our comment.  Where indicated, we think you should revise your document in response to
this comment.  If you disagree, we will cons ider your explanation as to why our comment
is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  After reviewing this info rmation, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Part II – Information Not Required In Prospectus, page II-1

 Item 17. Undertakings, page II-2

 1. Please include the undertaking found in  Item 512(c) of Regulation S-K.

*   *   *   *   *

As appropriate, please amend your regist ration statement in response to this
comment.  You may wish to provide us with ma rked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your response to
our comment and provides any requested info rmation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd response to our comment.

Allen Lyda
Tejon Ranch Co. May 4, 2010 Page 2

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company request s acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
 ‚ should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
 ‚ the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
 ‚ the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Allen Lyda
Tejon Ranch Co. May 4, 2010 Page 3

Please contact Erin E. Martin at (202 ) 551-3391 or me at (202) 551-3233 with any
questions.

     S i n c e r e l y ,          T o m  K l u c k       B r a n c h  C h i e f
 cc: Arieh Lanin ( via facsimile )

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
        March 19, 2010
 Allen E. Lyda Chief Financial Officer Tejon Ranch Co. P.O. Box 1000 Lebec, California 93243

Re: Tejon Ranch Co.
 Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009
 File No. 001-07183

Dear Mr. Lyda:   We have completed our review of your  Form 10-K for the fiscal year ended
December 31, 2008 and have no furt her comments at this time.
           S i n c e r e l y ,             S o n i a  B a r r o s          S p e c i a l  C o u n s e l

CORRESP
1
filename1.htm

Correspondence

 March 16, 2010

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Mail Stop 3010

Attention:

Sonia Barros

Special Counsel

Re:

Tejon Ranch Co.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed March 2, 2009

File No. 001-07183

 Dear Ms. Barros,

 What follows below is an updated statement of the Company’s responsibility regarding disclosures within our filings related to our response on
March 3, 2010.

 Management of the Company is very aware of its responsibility for the adequacy and accuracy of both the financial numbers
and disclosures within our filings. Our goal is to provide full disclosure and transparency in all of our filings. In connection with responding to comments set forth in your letter of February 23, 2010, the Company hereby acknowledges that:

1.
The Company is responsible for the adequacy of disclosure in the filings;

2.
Staff comments or changes to the disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings;

3.
The Company may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

 We appreciate the Staff’s assistance in this process.

Very truly yours,

 /s/ Allen E. Lyda

Allen E. Lyda

Chief Financial Officer

Tejon Ranch Co.

CORRESP
1
filename1.htm

SEC Response Letter

 VIA FACSIMILE AND EDGAR

 March 3, 2010

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Mail Stop
3010

Attention:
Sonia Barros

Special Counsel

Re:
Tejon Ranch Co.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed March 2, 2009

File No. 001-07183

 Dear Ms. Barros,

 Thank you for your letter dated February 23, 2010, or the comment letter, containing your comments on the above-captioned filing by Tejon
Ranch Co., or the Company, with the United States Securities and Exchange Commission, or the Commission. Set forth below are the Company’s responses to your comments. For your convenience, the text of the Staff’s comments is included below
in bold text and is followed by the Company’s responses to such comments.

 Definitive Proxy Statement

 Compensation Discussion & Analysis, page 7

 Base Salaries, page 9

 We noted your response to comment 2 in our letter dated
December 28, 2009. Your response does not fully explain your CEO’s input regarding the increase of base salaries for your other named executive officers. Please describe the specific input and analysis that the CEO provided to the
compensation committee that led them to increase the base salaries. Provide us with sample disclosures and confirm that you will provide similar disclosure as applicable in future filings.

 Response

 As noted in the previous response letter we will in future filings as applicable, provide more detailed disclosure as to the process involved in determining changes to base salaries for each named
executive officer.

 Expanded sample disclosure from previous response using information in the 2009 Proxy is as follows:

 For the other named executive officers, the Compensation Committee increased base salaries 2.5% during 2008. The Compensation Committee’s decision to
increase base salaries equally for each named executive officer was based on information and recommendations provided by the Chief Executive Officer. The Chief Executive Officer reviews each named executive officers’ overall compensation
package as it relates to the market for similar job functions taking into consideration current economic factors within the industries we operate in. In his review process the Chief Executive Officer evaluates the components of total compensation
and how that mix of compensation compares to total compensation for specific job functions within real estate and agribusiness industries. Comparison information relating to total compensation and the mix of compensation is gathered primarily on an
informal basis through discussions with contacts the Chief Executive Officer has in both real estate and agribusiness companies. Based on the information gathered, the performance evaluation of each named executive officer and the Company’s
preference that management should be focused on the long-term achievement of corporate goals, best compensated for through the use of long-term stock compensation, the Chief Executive Officer formulates proposed changes to base salaries for the
named executive officers. Based on his analysis and the information gathered, the Chief Executive Officer makes recommendations to the Compensation Committee. For 2008, the Chief Executive Officer recommended that base salaries be increased only
2.5% for each named executive officer to help maintain the ratio of cash compensation to total compensation as in prior years and to limit the amount of increase going forward in a period of time when the real estate industry was having
difficulties.

 Annual Performance-Based Incentive Bonuses, page 9

 We have reviewed your response to comment 3 in our letter dated December 28, 2009. Please provide us with revised disclosure for fiscal year 2008 in response to our comment.

 Response

 As noted in our previous response we will provide expanded disclosure for each named executive officer through the use of a chart that will provide the weightings given to the quantitative and qualitative
goals. The chart will include the Chief Executive Officer and the other named executive officers. A sample of the chart to be used in the future using information in the 2009 Proxy would be as follows:

 The following chart provides the performance level weightings for the Chief Executive Officer and the other named executive officers. Each of the performance
level weighting categories shown in the chart must total 100% within the category and then each category is given a percentage weighting so that the four categories total 100%.

 Performance Level Weightings:

Robert A.
Stine -
Chief
Executive
Officer

Allen E.
Lyda -
Chief
Financial
Officer

Joseph E.
Drew -
SVP Real
Estate

Teri Bjorn
VP-
General
Counsel

Kathleen
Perkinson
SVP-Natural
Resources

 Quantitative Measurements Corporate:

 Cash provided from operations less cash used for capital investment

100.00
%

100.00
%

100.00
%

100.00
%

100.00
%

 Performance Level Total Weighting

15.00
%

30.00
%

7.50
%

10.00
%

15.00
%

 Division Quantitative Measurements:

 Division revenues

0.00
%

0.00
%

40.00
%

0.00
%

0.00
%

 Division net operating income

0.00
%

0.00
%

60.00
%

0.00
%

0.00
%

 Performance Level Total Weighting

0.00
%

0.00
%

30.00
%

0.00
%

0.00
%

 Qualitative Measurements:

 Business development

65.00
%

35.00
%

50.00
%

50.00
%

50.00
%

 Operating objectives

15.00
%

20.00
%

20.00
%

50.00
%

10.00
%

 Financial objectives

0.00
%

25.00
%

30.00
%

0.00
%

30.00
%

 Staffing/organizational objectives

20.00
%

20.00
%

0.00
%

0.00
%

10.00
%

100.00
%

100.00
%

100.00
%

100.00
%

100.00
%

 Performance Level Total Weighting

60.00
%

45.00
%

37.50
%

65.00
%

60.00
%

 Overall Performance Level Weighting

25.00
%

25.00
%

25.00
%

25.00
%

25.00
%

 Total Performance Level Weightings

100.00
%

100.00
%

100.00
%

100.00
%

100.00
%

 For 2008, the Chief Executive Officer’s qualitative goals were tied to land entitlement, development
and conservation goals as well as operational and staffing objectives. The qualitative performance goals for the other named executive officers are generally related to land entitlement, development, and operational goals that support the
achievement of entitlement and development goals. The Compensation Committee, after taking into account the Chief Executive Officer’s recommendations, set the specific weightings for each named executive officer based on the relative importance
of a specific objective in moving the Company forward in achieving its long-term objectives and also his or her direct role in achieving such objectives.

 Annual Performance-Based Incentive Bonuses, page 9

 We have reviewed your
response to comment 4 in our letter dated December 28, 2009. Please further explain the evaluation that the compensation committee used to determine the actual percentage of base salary received. For example, you state that
Ms. Bjorn’s incentive bonus was adjusted downward based upon an overall evaluation of performance. Please disclose what aspects of her performance caused the downward adjustment. Furthermore, please also disclose the specific level that
each individual executive officer met. Provide us with sample disclosure and confirm that you will provide similar disclosure in future filings.

 Response

 As noted in our previous response we will include additional detail with respect to each named executive
officer’s actual achievement of both the qualitative and quantitative goals in future filings to the extent material.

 As stated in our
prior response, the measurement and evaluation of the achievement of quantitative and qualitative goals success is measured on a scale from threshold to maximum with performance below threshold not receiving a bonus percentage for that category or
objective. Using the percentage of salary ranges included in the 2009 Proxy the following chart provides a breakdown of 2008 annual incentive award measurement by performance measurement categories and the total 2008 incentive award as a percentage
of salary.

Robert A.
Stine -
Chief
Executive
Officer

Allen E.
Lyda -
Chief
Financial
Officer

Joseph E.
Drew -
SVP Real
Estate

Teri Bjorn
VP-
General
Counsel

Kathleen
Perkinson
SVP-Natural
Resources

 Quantitative Measurements Corporate:

 Performance Level Total Weighting

15.00
%

30.00
%

7.50
%

10.00
%

15.00
%

 Award measurement

78.75
%

57.00
%

57.00
%

57.00
%

57.00
%

 Weighted performance total

11.81
%

17.10
%

4.28
%

5.70
%

8.55
%

 Division Quantitative Measurements:

 Performance Level Total Weighting

0.00
%

0.00
%

30.00
%

0.00
%

0.00
%

 Award measurement

0.00
%

0.00
%

57.00
%

0.00
%

0.00
%

 Weighted performance total

0.00
%

0.00
%

17.10
%

0.00
%

0.00
%

 Specific Qualitative Measurements:

 Performance Level Total Weighting

60.00
%

45.00
%

37.50
%

65.00
%

60.00
%

 Award measurement

78.75
%

49.15
%

46.50
%

38.00
%

57.00
%

 Weighted performance total

47.25
%

22.12
%

17.44
%

24.70
%

34.20
%

 Overall Performance Level Weighting

 Performance Level Total Weighting

25.00
%

25.00
%

25.00
%

25.00
%

25.00
%

 Award measurement

63.75
%

57.00
%

38.00
%

24.38
%

57.00
%

 Weighted performance total

15.94
%

14.25
%

9.50
%

6.10
%

14.25
%

 Total Incentive Award as a Percentage of Salary

75.00
%

53.47
%

48.31
%

36.50
%

57.00
%

 As shown in the above chart,
levels of achievement for quantitative and qualitative goals were in a range from target to maximum. The success in meeting quantitative goals was described in the 2009 Proxy in the Quantitative Financial Goal section. In evaluating the success of
meeting specific qualitative objectives the Compensation Committee reviews the objective and identifies whether or not the objective was accomplished or if the proper amount of progress has been made in achieving the objective. This evaluation is
achieved by the Compensation Committee noting for each objective if the objective was accomplished in the time frame designated and the outcome achieved was as specified in the original objective. Through this process weightings are given based on
the level of success from threshold to maximum for each objective. The Compensation Committee then evaluates the overall performance, which not only includes the quantitative and qualitative goals but also concepts such as teamwork, overall
management of specific divisions or departments, and management of processes between departments. This measurement is much more subjective. The Compensation Committee performs the above evaluation for the Chief Executive Officer and the Compensation
Committee and the Chief Executive Officer perform the above evaluation on the other named executive officers. As mentioned in our previous response, Ms. Bjorn’s annual performance percentage fell below target. The overall measurement for
Ms Bjorn was adjusted downward based on a subjective review of overall performance for the year without

giving weight to any specific performance objective. That overall subjective evaluation of performance led to her total award falling below target.

 Management of the Company is very aware of its responsibility for the adequacy and accuracy of both the financial numbers and disclosures within our
filings. Our goal is to provide full disclosure and transparency in all of our filings. In connection with responding to comments set forth in your letter of August 22, 2008, the Company hereby acknowledges that:

1.
The Company is responsible for the adequacy of disclosure in the filings;

2.
Staff comments or changes to the disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings;

3.
The Company may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

 We appreciate the Staff’s assistance in this process.

 Very truly yours,

 /s/ Allen E. Lyda

 Allen E. Lyda

 Chief Financial Officer

Tejon Ranch Co.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
        February 23, 2010
 Allen E. Lyda Chief Financial Officer Tejon Ranch Co. P.O. Box 1000 Lebec, California 93243

Re: Tejon Ranch Co.
 Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009
 File No. 001-07183

Dear Mr. Lyda:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
DEFINITIVE PROXY STATEMENT

Compensation Discussion & Analysis, page 7
 Base Salaries, page 9

 1. We note your response to comment 2 in our  letter dated December 28, 2009.  Your
response does not fully explain your CEO’s input regarding the increase of base
salaries for your other named executive officer s.  Please describe the specific input
and analysis that the CEO provided to th e compensation committee that led them to

Allen E. Lyda
Tejon Ranch Co. February 23, 2010 Page 2
increase the base salaries.  Provide us with sample di sclosure and confirm that you
will provide similar disclosure as applicable in future filings.
 Annual Performance-Based Incentive Bonuses, page 9

 2. We have reviewed your response to comment 3 in our letter dated December 28,
2009.  Please provide us with revised disclo sure for fiscal year 2008 in response to
our comment.
 3. We have reviewed your response to comment 4 in our letter dated December 28,
2009.  Please further explain the evaluation that the compensation committee used to
determine the actual percentage of base salary received.  For example, you state that
Ms. Bjorn’s incentive bonus was adju sted downward based upon an overall
evaluation of performance.  Please disclose  what aspects of her performance caused
the downward adjustment.  Furthermore, pleas e also disclose the specific level that
each individual executive officer met.  Provide us with sample disclosure and confirm that you will provide simila r disclosure in future filings.

*  *  *  *
  As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

Allen E. Lyda
Tejon Ranch Co. February 23, 2010 Page 3

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Wilson Lee at (202 ) 551-3468 or Cicely LaMothe at (202) 551-
3413 if you have questions regarding comments on the financial statements and related
matters.  Please contact Erin Martin at ( 202) 551-3391 or me at (202) 551-3655 with any
other questions.
Sincerely,

Sonia Barros Special Counsel

CORRESP
1
filename1.htm

Correspondence

 VIA FACSIMILE AND EDGAR

 January 22, 2010

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Mail Stop
3010

Attention:
Sonia Barros

Special Counsel

Re:
Tejon Ranch Co.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed March 2, 2009

File No. 001-07183

 Dear Ms. Barros,

 Thank you for your letter dated December 28, 2009, or the comment letter, containing your comments on the above-captioned filing (the
“Form 10-K”) by Tejon Ranch Co., or the Company, with the United States Securities and Exchange Commission, or the Commission, and your agreement to extend the response date to February 1, 2010. Set forth below are the Company’s
responses to your comments. For your convenience, the text of the Staff’s comments is included below in bold text and is followed by the Company’s responses to such comments.

 Form 10-k for Fiscal Year Ended December 31, 2008

 Item 15.
Exhibits, Financial Statements Schedules, and Reports on Form 8-K, page 52

 We note that exhibits10.13 and 10.14 omit schedules and
exhibits to the contracts. Item 601(b)(10) of Regulation S-K requires you to file all material contracts in their entirety. Please file the complete contracts with your next periodic report or tell us why you believe this information is no
longer material to investors.

 Response

 The Company believes the Tejon/DP Partners Operating Agreement is no longer material to investors. This is due to the fact that the Tejon/DP Partners Operating Agreement relates to a joint venture that
sold its primary asset in 2007, and ceased operations and dissolved in the subsequent year (this fact was disclosed on page 8 of the Form 10-K). In light of this determination (and with reference to the two year exhibit cutoff contained in
Item 601(b)(10)(i) of Regulation S-K), the Company will not continue to include the Tejon/DP Partners Operating Agreement as an exhibit to its Annual Reports on Form 10-K going forward.

 The Company also believes the First Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLC (the “First LLC
Agreement”) is no longer material to investors. This is due to the fact that the Company entered into a Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLC (the “Second LLC Agreement”) on
July 31, 2009, which superseded the First Agreement. The Second Agreement was filed as Exhibit 25 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2009, and was filed along with all schedules and
exhibits. In light of the Company’s determination (and with reference to the two year exhibit cutoff contained in Item 601(b)(10)(i) of Regulation S-K), the Company will not continue to include the First Agreement as an exhibit to its
Annual Reports on Form 10-K going forward, but will so include the Second Agreement.

 Definitive Proxy Statement

 Compensation Discussion & Analysis, page 7

 Base Salaries, page 9

 Your CD&A should explain specifically why each named
executive officer received the compensation that he or she did. In your base salary discussion, you state that your named executive officers other than your CEO received a 2.5% increase in base salary in 2008, “which reflected input from the
Chief Executive Officer.” In future filing, please explain in detail why the compensation committee chose to increase base salaries, the specific input from you CEO that was considered and how it led to the compensation determination that it
did. Please refer to Item 402(b) of Regulation S-K for guidance. Provide us with sample disclosure and confirm that you will provide similar disclosure as applicable in future filings.

 Response

 In future filings as applicable, we will provide more detailed disclosure as to the process involved in determining changes to base salaries for each named executive officer.

 Sample disclosure using information in the 2009 Proxy is as follows:

 For the other named executive officers, the Compensation Committee increased base salaries 2.5% during 2008. The Compensation Committee’s decision to increase base salaries was based on information
and recommendations provided by the Chief Executive Officer. The Chief Executive Officer reviewed each named executive officers’ overall compensation package. Based on his analysis and the Compensation Committee’s intention that management
should be focused on the long-term achievement of corporate goals, best compensated for through the use of long-term stock compensation, the above 2.5% increase seeks to maintain the ratio of cash compensation to total compensation as in prior
years.

 Annual Performance-Based Incentive Bonuses, page 9

 We note that you have disclosed the exact weightings given to the quantitative and qualitative goals to be met by your CEO in 2008, but you have only provided the weighting ranges for your other named
executive officers. In future filings, please disclose the weightings assigned to each individual named executive officer and tell us how you plan to comply.

 Response

 In future filings we will provide a chart identifying each named executive
officers’, including the Chief Executive Officers’, weightings by category, which chart will provide the same level of detail for the other named executive officers as provided for the Chief Executive Officer.

 Annual Performance-Based Incentive Bonuses, page 9

 Please refer to the table regarding the percentage of base salary for achievement at the threshold, target and maximum levels for 2008 on page 10. With respect to the quantitative goals established for
2008, your disclosure indicates that each named executive officer met the maximum award level. Furthermore, it also appears that your CEO met the maximum level for the qualitative goals assigned to him and that your other named executive officers
fell between target and maximum levels. In the table on page 10, however, with the exception of Ms. Perkinson, the actual percentage of base salary awarded to the executive officers is either less than the maximum or target level assigned to
that particular executive officer. Please explain to us why the actual percentage of base salary paid differs from the

 narrative disclosure and confirm that you will provide similar disclosure in future filings. Furthermore,
please also disclose the specific level that each individual executive officer met.

 Response

 In the measurement and evaluation of the achievement of quantitative and qualitative goals success is measured on a scale from threshold to maximum with
performance below threshold not receiving a bonus percentage for that category or objective. Actual performance can fall anywhere on this scale based on the actual success in meeting the objectives. As noted in the Proxy success in achieving
qualitative goals for 2008 for the named executive officers fell between target and maximum levels, with the quantitative goals being achieved at the maximum level. As shown in the chart in the Proxy, based upon those levels of achievement the
actual percentage of base salary for the incentive bonus for all of the named executive officers was between target and maximum, with the exception of Ms. Bjorn. Based upon an overall evaluation of performance, Ms. Bjorn’s incentive
bonus was slightly adjusted downward by the Compensation Committee even though measured objectives were achieved at or above target. This resulted in her actual incentive percentage falling just below the target level as shown in the chart in the
Proxy.

 We will include additional detail with respect to each named executive officer’s actual achievement of both the qualitative and
quantitative goals in future filings to the extent material.

 Management of the Company is very aware of its responsibility for the adequacy
and accuracy of both the financial numbers and disclosures within our filings. Our goal is to provide full disclosure and transparency in all of our filings. In connection with responding to comments set forth in your letter of August 22, 2008,
the Company hereby acknowledges that:

1.
The Company is responsible for the adequacy of disclosure in the filings;

2.
Staff comments or changes to the disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings;

3.
The Company may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

 We appreciate the Staff’s assistance in this process.

 Very truly yours,

 /s/ Allen E. Lyda

Allen E. Lyda

 Vice President and Chief
Financial Officer

 Tejon Ranch Co.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
        December 28, 2009
 Allen E. Lyda Chief Financial Officer Tejon Ranch Co. P.O. Box 1000 Lebec, California 93243

Re: Tejon Ranch Co.
 Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009
 File No. 001-07183

Dear Mr. Lyda:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2008

Item 15. Exhibits, Financial Statements Schedules, and Reports on Form 8-K, page 52
1. We note that exhibits 10.13 and 10.14 omit sche dules and exhibits to the contracts.
Item 601(b)(10) of Regulation S-K requires you to file all material contracts in their
entirety.  Please file the complete contract s with your next peri odic report or tell us
why you believe this information is no longer material to investors.

Allen E. Lyda
Tejon Ranch Co. December 28, 2009 Page 2
Definitive Proxy Statement

Compensation Discussion & Analysis, page 7
 Base Salaries, page 9

2. Your CD&A should explain specifically w hy each named executive officer received
the compensation that he or she did.  In your base salary discussion, you state that
your named executive officers other than your  CEO received a 2.5% increase in base
salary in 2008, “which reflected input from  the Chief Executive Officer.”  In future
filings, please explain in detail why the compensation committee chose to increase
base salaries, the specific input from your CEO that was considered and how it led to
the compensation determination that it did.  Please refer to Item  402(b) of Regulation
S-K for guidance.  Provide us with sample disclosure and confirm that you will provide similar disclosure as applicable in future filings.

Annual Performance-Based Incentive Bonuses, page 9

3. We note that you have disclosed the exact weightings given to the quantitative and
qualitative goals to be met by your CEO in 2008, but you have only provided the weighting ranges for your other named executive  officers.  In future filings, please
disclose the weightings assigned to each individual named executive officer and tell
us how you plan to comply.

4. Please refer to the table regarding the percen tage of base salary for achievement at
the threshold, target and maximum levels for 2008 on page 10.  With respect to the
quantitative goals established for 2008, your disclosure indicate s that each named
executive officer met the maximum award leve l.  Furthermore, it also appears that
your CEO met the maximum level for the qua litative goals assigned to him and that
your other named executive officers fell between  target and maximum levels.  In the
table on page 10, however, with the ex ception of Ms. Perkinson, the actual
percentage of base salary awarded to the executive officer s is either less than the
maximum or target level assi gned to that particular execu tive officer.  Please explain
to us why the actual percenta ge of base salary paid differs from the narrative
disclosure and confirm that you will provide similar disclo sure in future filings.
Furthermore, please also disclose the sp ecific level that each individual executive
officer met.

*  *  *  *
  As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish

Allen E. Lyda
Tejon Ranch Co. December 28, 2009 Page 3  a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Wilson Lee at (202 ) 551-3468 or Cicely LaMothe at (202) 551-
3413 if you have questions regarding comments on the financial statements and related
matters.  Please contact Erin Martin at ( 202) 551-3391 or me at (202) 551-3655 with any
other questions.
Sincerely,

Sonia Barros Special Counsel

Mail Stop 4561

        December 5, 2008  VIA USMAIL and FAX (661) 248-3100  Mr. Allen Lyda Vice President and Chief Financial Officer Tejon Ranch Co.  P.O. Box 1000 Lebec, California 93243

Re: Tejon Ranch Co.
 File No. 001-07183
Form 10-K for the year ended December 31, 2007 Forms 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008
 Proxy Statement filed March 31, 2008

Dear Mr. Allen Lyda:
 We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

Jorge Bonilla  Senior Staff Accountant

CORRESP
1
filename1.htm

Response Letter

 VIA FACSIMILE AND EDGAR

 November 7, 2008

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Mail Stop 4561

Attention:

Jorge Bonilla

Senior Staff Accountant

Jaime John

Staff Accountant

Re:

Tejon Ranch Co

File No. 001-07183

Annual Report on Form 10-K for the year ended December 31, 2007

Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008

Proxy Statement filed March 31, 2008

 Dear Mr. Bonilla and Ms. John,

 Thank you for your letter dated October 9, 2008, or the Comment Letter, containing your comments on the above-captioned filings by Tejon Ranch Co., or the Company, with the United States Securities and Exchange
Commission, or the Commission, and your agreement to extend the response date to November 14, 2008. Set forth below are the Company’s responses to your comments. For your convenience, the text of the Staff’s comments is included below
in bold text and is followed by the Company’s responses to such comments.

 ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007

 Financial Statements and Notes – Note 1 – Summary of Significant Accounting Policies, page 61

 Per your response to comment one, you earned $5.9 million in revenue from oil and minerals during 2007, which represented 18% of your total revenues in that year. As
disclosed in your MD&A, royalty revenues from mineral leases are contractually defined and are generally based upon production. Please tell us the structure of the oil and mineral agreements, specifically how your revenue is earned and paid.
Confirm that your future filings will include footnote disclosure regarding your contractual arrangements and your oil and mineral revenue recognition policy. Finally, tell us what consideration you gave to disclosing the breakdown of your revenue
as required under paragraph 37 of SFAS 131.

 Response

 Our oil and
mineral lease contracts define the area, the product being mined, oil or rock aggregate, the term, and the royalty rate. The royalty rate is a negotiated percentage and is tied to production and market prices for each commodity being mined. Using
our oil and gas leases as an example, we receive a royalty rate ranging from 12.5% to 25% of the market value of production from a lease. The royalty rate is dependent on each lease and when the lease arrangement was entered into. Our leases
generally require payment on a monthly basis with the payment based on the previous month’s activity.

 Production and price data are reported to us on
a monthly basis by the producer. Since this information is reported to us one month in arrears, we estimate the amount of revenue that we earn each period based on historical experience and accrue each month’s income based on these estimates.
We then reconcile these estimates to the actual income that we receive monthly from the producer and make an adjustment to actual each month. Trends in price and production are monitored to insure the accuracy of our estimates.

 In our future filings we will include within our revenue recognition policy a statement regarding our revenue recognition policy regarding oil and mineral activities and
describe how those revenues are earned each year.

 We routinely address the comparative results of our oil and mineral operations in our Management’s
Discussion and Analysis section of our quarterly and annual filings as well as other significant changes in revenues from our commercial/industrial segment. In future filings we will include additional information in our footnotes about the elements
of revenue that are included in this operating segment.

 Note 7. Stock Compensation Plan, page 72

 We read your response to comment three. It appears that you establish a value for each share of your performance-based awards equal to the share price on the date of
grant. The assumptions outlined in your response seem to determine the vesting and timing of expense recognition. While the performance conditions impact the quantity of shares issued. Please advise whether this is accurate. While observable market
prices should be used as the basis for the fair value measurement of equity, per paragraph 22 of SFAS 123R the fair value of stock-based compensation includes both the intrinsic value and the time value of the award. Additionally paragraph A52 of
SFAS 123R indicates that performance conditions which affect the quantity of an award are relevant in measuring an award’s fair value. Clarify how your analysis includes these concepts. Finally confirm in future filings that you will include
disclosures required by paragraph A240(e) of SFAS 123R as appropriate.

 Response

 Your
statement is accurate that at time of issuance of stock grant performance awards we use our share price on the date of grant to establish the fair value for each share within the grant. It is also accurate that the assumptions outlined in our
previous response addressed the vesting and timing of expense recognition, while achievement of performance goals impact whether the shares are ultimately issued. The performance grants cliff vest based on achievement of milestone performance
criteria. In the event the vesting criteria are not achieved, no shares vest under these grants. We have a number of grants currently outstanding (less than 20%) that contain a range of shares from zero to maximum which can be achieved based on
specific performance targets, none of which are market conditions. The performance conditions are based on internal corporate cash flow goals and timing of development approvals.

 For this limited number of awards, we judge based on historic and projected results, the probability of (1) achieving the performance objective, and (2) the level of achievement. Based on this information,
we determine the fair value of the award and measure the expense over the service period related to these grants. Because the ultimate vesting of these shares is tied to the achievement of a performance condition, we adjust compensation cost
according to the actual outcome of the performance condition.

 We agree that in future filings as appropriate we will include disclosures required by
paragraph A240(e) of SFAS 123R.

 Management of the Company is very aware of its responsibility for the adequacy and accuracy of both the financial numbers
and disclosures within our filings. Our goal is to provide full disclosure and transparency in all of our filings. In connection with responding to comments set forth in your follow-up letter of October 9, 2008, the Company hereby acknowledges
that:

1.
The Company is responsible for the adequacy of disclosure in the filings;

2.
Staff comments or changes to the disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings;

3.
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We appreciate the Staff’s assistance in this process.

Very truly yours,

/s/ Allen E. Lyda

 Allen E. Lyda

 Senior Vice President and Chief
Financial Officer

 Tejon Ranch Co.

Mail Stop 4561         October 9, 2008  VIA USMAIL and FAX (661) 248-3100  Mr. Allen Lyda Vice President and Chief Financial Officer Tejon Ranch Co.  P.O. Box 1000 Lebec, California 93243

Re: Tejon Ranch Co.
 File No. 001-07183
Form 10-K for the year ended December 31, 2007 Forms 10-Q for the quarters ended March 31, 2008 and June 30, 2008
 Proxy Statement filed March 31, 2008

Dear Mr. Allen Lyda:

We have reviewed your response letter dated September 17, 2008 and have the following
additional comments.  Where indicated, we think you should revise your document in future filings in response to these comments.   If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Provide to us the information requested if indicated and please be as detailed as necessary in your explanation.   FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007

Financial Statements and Notes

Note 1 – Summary of Significant Accounting Policies, page 61

1. Per your response to comment one, you earned $5.9 million in revenue from oil and minerals during 2007, which represented 18% of your total revenues in that year.  As disclosed in your MD&A, royalty revenues from mineral leases are contractually defined and are generally based upon production.  Please tell us the structure of the oil and mineral agreements, specifically how your revenue is earned and paid.  Confirm that your future filings will include footnote disclosure regarding your contractual arrangements and your oil and mineral revenue recognition policy.  Finally, tell us what consideration you gave to disclosing the breakdown of your revenue as required under paragraph 37 of SFAS 131.

Allen Lyda
Tejon Ranch Co. October 9, 2008 Page
2
 Note 7 – Stock Compensation Plan, page 72

 2. We read your response to comment three.  It appears that you establish a value for each share of your performance-based awards equal to the share price on the date of grant.  The assumptions outlined in your response seem to determine the vesting and timing of expense recognition.  While the performance conditions impact the quantity of shares issued.  Please advise whether this is accurate.  While observable market prices should be used as the basis  for the fair value measurement of equity, per paragraph 22 of SFAS
123R the fair value of stock-based compensation includes both the intrinsic value and the time value of the award.  Additionally pa ragraph A52 of SFAS 123R indicates that
performance conditions which affect the quantity of an award are relevant in measuring an award’s fair value.  Clarify how your analysis includes these concepts.  Finally, confirm in future filings that you will include disclosures required by paragraph A240(e) of SFAS 123R as appropriate.
*  *  *  *
As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.   You may contact Jaime John, at (202) 551-3446 or me, at (202) 551-3414 if you have
questions.

        Sincerely,

Jorge Bonilla
Senior Staff Accountant

CORRESP
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filename1.htm

SEC Response Letter

 VIA FACSIMILE AND EDGAR

 September 17, 2008

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Mail Stop 4561

Attention:

 Jorge Bonilla

 Senior Staff Accountant

 Jaime John

 Staff Accountant

Re:

 Tejon Ranch Co

 File No. 001-07183

 Annual Report on Form 10-K for the year ended December 31, 2007

 Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008

 Proxy Statement filed March 31,
2008

 Dear Mr. Bonilla and Ms. John,

 Thank you for your letter dated August 22, 2008, or the Comment Letter, containing your comments on the above-captioned filings by Tejon Ranch Co., or the Company, with the United States Securities and Exchange
Commission, or the Commission, and your agreement to extend the response date to September 19, 2008. Set forth below are the Company’s responses to your comments. For your convenience, the text of the Staff’s comments is included
below in bold text and is followed by the Company’s responses to such comments.

 ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007

 Financial Statements and Notes

 Consolidated
Statements of Operations, page 58

 As disclosed on page 21, Real estate – commercial/industrial revenue is generated from a variety of
activities including rental, land sales, building sales, oil and mineral royalties and grazing leases. Please provide us with a breakdown of each material activity within the total reported on your Statement of Operations.

 Response

 Our commercial/industrial real estate development and
services segment was comprised of the following revenues during the three years presented in our Statements of Operations:

 Activity

2007

2006

2005

 Leasing

$
6,126,053

$
5,706,029

$
5,226,773

 Land Sales

712,266

1,007,008

0

 Oil and Minerals

5,917,321

6,025,207

4,448,121

 Grazing Leases

1,100,125

1,091,894

991,854

 All other land management ancillary services

3,084,495

2,179,608

2,396,725

 Total

$
16,940,261

$
16,009,746

$
13,063,473

 Note 2. Marketable securities, page 66

 Please advise us what consideration you gave to conforming the information regarding maturities to the guidance provided in paragraph 20 of SFAS 115. Additionally,
tell us the impact that the maturities or sales of marketable securities had on accumulated other comprehensive income, specifically unrealized gains or losses that were reclassified to net income. Finally describe your impairment policy relative to
marketable securities and the consideration you gave to disclosing the policy in your footnotes. Refer generally to the disclosure requirements in SFAS 115.

 Response

 Maturities:

 “Footnote 2 –
Marketable Securities” addresses the contractual maturities of our securities in the last sentence of the paragraph following the fair value table. We disclose the average maturity of our U.S. Treasury and Agency securities to be three years,
and the average maturity of our Corporate Notes to be three years. We also address the fact that none of our securities has a weighted average life of greater than six years. As SFAS 115 does not specifically require year-by-year disclosure in the
footnotes, we have provided general guidance as to the timing of maturities therein, and provided the more detailed information addressing maturities in the financial risk section of Management’s Discussion and Analysis.

 The more detailed level of disclosure described in paragraph 20 of SFAS 115 is provided in our Form 10-K in Item 7A. - Quantitative and Qualitative Disclosures
about Market Risk. Since the information is duplicative, we did not include it in our marketable securities footnote disclosure. However, starting with our next filing we will include the contractual maturity information within our marketable
securities footnote in the same format as required by SFAS 115.

 Impact of unrealized gains and losses on earnings:

 We include the cumulative change in value of available for sale securities for the year in our Consolidated Statements of Stockholders’ Equity and within our marketable securities footnote. During the periods
reported in our Annual Report on Form 10-K for the year ended December 31, 2007, we did not have any sales of marketable securities, only maturities and calls. We did not reclassify any unrealized gains or losses to net income from accumulated
other comprehensive income related to maturities of marketable securities. At the time of maturity of any of our securities the fair value of that security is equal to its par value, which equals our amortized cost, so at that point any previous
unrealized gain or loss has been eliminated through our normal accounting process. In the future, as necessary, we will provide information related to the sales of securities and provide disclosure if we have no reclassifications of unrealized gains
or losses related to maturities.

 Impairment policy:

 We
follow paragraph 16 of SFAS 115 in regards to impairment policy and accounting guidance for marketable securities. We evaluate the specific facts and circumstances surrounding securities valued below cost and use this evidence to conclude if other
than temporary impairment exists. For the years reported in our Annual Report on Form 10-K for the year ended December 31, 2007, we determined that we did not own any securities that had a decline in value that was other than temporary. Based
on this conclusion, we did not include our marketable security impairment policy in our footnote disclosure. Since disclosure of our impairment evaluation policy will improve our overall disclosure related to marketable securities, we will provide a
statement regarding our impairment policy in our future filings.

 Note 7. Stock Compensation Plan, page 72

 Please describe the method used to measure the fair value of the performance-based awards issued under the 2004 Stock Incentive Plan including a description of the
significant assumptions used to measure the fair value of these awards.

 Response

 We have granted two types of stock awards under the 2004 Stock Incentive Plan: time-vesting restricted stock and performance-based restricted stock awards. Fair value for time-vesting restricted stock is based on the
price of a share of our stock on the date granted. The stock is traded on the New York Stock Exchange and as such is an indicator of fair value.

 In
measuring the fair value of the performance-based awards, the fair value is also based on the price of a share of our stock on the date granted. To determine the portion of the fair value of the shares granted that will be recognized as compensation
expense, we make certain assumptions in three areas:

 1) Establish the probability that the award will vest and that the expense should be recorded.

 Based on actual and expected performance, we estimate whether specific performance goals will be achieved. These include judgments on
forecasting net income, capital investments and joint venture investments; returns on our industrial developments; the timing of submitting reports to governmental agencies; and the timing of final approval of our planned developments. If we
determine that it is probable that these efforts will be successful, then we will record the cost of the awards in our financial statements.

 2) Establish the number of shares that will vest to each participant.

 Since the number of shares that will vest is not known on
the day of grant, we make an estimate of the number of shares to be used to calculate a value to be recognized as compensation expense in the statement of operations over the requisite service period. Performance-based awards that have been granted
have threshold, target, and maximum levels of achievement with a different stock award tied to each level of achievement. These performance awards have been granted at different times and are tied to various long-term objectives related to either
cash flow or land development. We estimate the number of shares that will vest under these grants after considering forfeitures and the timing of achievement of the cash flow and development goals addressed above. Periodically we reevaluate our
estimate regarding the achievement of performance goals and adjust the number of shares to be received based upon this updated evaluation as required by paragraph 43 of SFAS 123R. We then adjust the value we are recognizing in our statement of
operations related to stock compensation.

 3) Establish the requisite service period over which to recognize the cost of the stock award.

 For time-vesting restricted stock awards, we recognize the value of the awards over the vesting period of the stock. For performance-based
awards that are measured based on cash flow and investment objectives for a specified time period, we assume the requisite service period to be equal to the performance period upon which the award is based. For performance-based awards that are
measured based on development milestones, we assume the requisite service period to range from the date of grant through the date on which it is probable that the milestone will be met (i.e., the implicit service period).

 QUARTERLY REPORT ON FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2008

 Note C – Marketable Securities, page 6

 Please advise us what consideration you gave to including the disclosure required by SFAS
157, specifically pertaining to marketable securities recorded on your balance sheet at fair value.

 Response

 Within our
marketable securities disclosure, we do disclose the fair value at the reporting date as required by SFAS 115 and now SFAS 157. We also disclose the amount of unrealized gains and losses for the period and any adjustment to accumulated other
comprehensive income as required. The last paragraph of the footnote discloses that the estimated market value (fair value) equals the quoted price, if available, and goes on to state that if a quoted market price is not available, then market value
is estimated using quoted market prices for similar securities. Although this information implies that we used Level 1 (quoted prices in active markets for identical assets) inputs to value our investments, we did not explicitly state that fact.
Since our marketable securities are measured at fair value on a recurring basis, we will enhance our current disclosure in future filings to specifically include the fair value hierarchy in which our fair value measurements fall. All of our
marketable securities are considered Level 1 assets and we will disclose this fact in future filings.

 PROXY STATEMENT FILED MARCH 31, 2008

 Compensation Discussion and Analysis

 We note
your disclosure that bonus amounts are based on specific performance targets and that in 2007 these targets were met and bonuses paid. We also note that you have included the specific 2007 target with respect to cash provided from operations less
cash used for capital investment. In future filings, however, please disclose all of your quantitative performance targets, the actual performance results and an analysis of how each target impacted the
actual bonus amounts paid to each named executive officer. Also, please provide a more robust description of your qualitative performance goals for each named executive officer, including an analysis of how the actual
qualitative performance results impacted the specific bonus amounts paid. If you believe some or all of this disclosure would cause you competitive harm, please provide us with additional information specifically detailing your competitive harm
analysis. Refer to Instruction 4 to Item 402(b) of Regulation S-K. Please advise us regarding how you intend to revise this disclosure in the future.

 Response

 In future Proxy Statements we will expand our disclosure of each named executive officer’s quantitative and qualitative
performance objectives to be more specific as to each officer’s goals and the achievement of those goals. We will also add to our disclosure a discussion related to how qualitative performance is evaluated and how achievement of qualitative
goals helps to achieve overall corporate goals. In future Proxy Statements we will also include a discussion as to how both quantitative and qualitative goals impact the actual bonus amounts paid.

 Management of the Company is very aware of its responsibility for the adequacy and accuracy of both the financial numbers
and disclosures within our filings. Our goal is to provide full disclosure and transparency in all of our filings. In connection with responding to comments set forth in your letter of August 22, 2008, the Company hereby acknowledges that:

1.
The Company is responsible for the adequacy of disclosure in the filings;

2.
Staff comments or changes to the disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings;

3.
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We appreciate the Staff’s assistance in this process.

Very truly yours,

/s/ Allen E. Lyda

Allen E. Lyda

Vice President and Chief Financial Officer

Tejon Ranch Co.

Mail Stop 4561         August 22, 2008  VIA USMAIL and FAX (661) 248-3100  Mr. Allen Lyda Vice President and Chief Financial Officer Tejon Ranch Co.  P.O. Box 1000 Lebec, California 93243

Re: Tejon Ranch Co.
 File No. 001-07183
Form 10-K for the year ended December 31, 2007 Forms 10-Q for the quarters ended March 31, 2008 and June 30, 2008
 Proxy Statement filed March 31, 2008

Dear Mr. Allen Lyda:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Allen Lyda
Tejon Ranch Co.
August 22, 2008 Page 2  FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007

 Financial Statements and Notes

 Consolidated Statements of Operations, page 58

 1. As disclosed on page 21, Real estate – co mmercial/industrial revenue is generated
from a variety of activities including rent al, land sales, build ing sales, oil and
mineral royalties and grazing leases.   Please provide us with a breakdown of each material activity within the total reported on your St atement of Operations.
 Note 2. Marketable securities, page 66

 2. Please advise us what consideration you gave to conforming the information
regarding maturities to the guidance pr ovided in paragraph 20 of SFAS 115.
Additionally, tell us the impact that the ma turities or sales of marketable securities
had on accumulated other comprehensive income, specifically unrealized gains or losses that were reclassified to net inco me.  Finally describe your impairment
policy relative to marketable securities and the consideration you gave to
disclosing the policy in your footnotes.  Refer generally to the disclosure
requirements in SFAS 115.
 Note 7.  Stock Compensation Plan, page 72

 3. Please describe the method used to measure the fair value of the performance-based awards issued under the 2004 Stock Incentive Plan including a description
of the significant assumptions used to meas ure the fair value of these awards.

FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2008

Note C – Marketable Securities, page 6
 4. Please advise us what consideration you ga ve to including the disclosure required
by SFAS 157, specifically pertaining to ma rketable securities recorded on your
balance sheet at fair value.

Allen Lyda
Tejon Ranch Co.
August 22, 2008 Page 3  PROXY STATEMENT, FILED MARCH 31, 2008

 Compensation Discussion and Analysis

 5. We note your disclosure that bonus amount s are based on specific performance
targets and that in 2007 these targets we re met and bonuses paid.  We also note
that you have included the specific 2007 target with respect to cash provided from operations less cash used for capital investme nt.  In future filings, however, please
disclose all  of your quantitative performance targets, the actual performance
results and an analysis of how each  target impacted the actual bonus amounts paid
to each  named executive officer.  Also, pleas e provide a more robust description
of your qualitative performance goals for each named executive officer, including an analysis of how the actual qualitative performance results im pacted the specific
bonus amounts paid.  If you be lieve some or all of this disclosure would cause
you competitive harm, please provide us with additional information specifically detailing your competitive harm analysis.  Refer to Instruction 4 to Item 402(b) of Regulation S-K.  Please advise us regarding how you intend to revise this
disclosure in the future.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please submit your letter on EDGAR.
Please understand that we may have additiona l comments after reviewing your responses
to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Allen Lyda
Tejon Ranch Co.  August 22, 2008 Page 4
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Jaime John at (202 ) 551-3446 or me at (202) 551-3414 if you
have questions regarding comments on the fi nancial statements and related matters.
Please contact Byron Cooper at (202 ) 551-3473 with any other questions.

Sincerely,     Jorge Bonilla Senior Staff Accountant